Common use of Rights and Remedies Upon Default Clause in Contracts

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At Upon the occurrence of an Event of Default and at any time upon or following thereafter, subject to the occurrence and during the continuance gaming laws of any Event jurisdiction in which any of Defaultthe Collateral is located, the Assignee, at its option, Lender may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentsremedies: (a) a. The Assignee Lender may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, unmatured Obligations to be immediately due and payable., and the same shall thereupon be immediately due and payable, without presentment or other notice or demand; (b) The Assignee b. Subject to the rights of the Obligors, the Lender may enter exercise and enforce any and all rights and remedies available upon and default to a secured party under the Uniform Commercial Code including, without limitation, the right to take possession of the PremisesCollateral, either in person or any evidence thereof, proceeding without judicial process or by agent judicial process (without a prior hearing or by a receiver appointed by a courtnotice thereof, which the Borrower hereby expressly waives) and have, hold, managethe right to sell, lease and operate the same on such terms and for such period or otherwise dispose of time as the Assignee may deem necessary any or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunderCollateral, and the Assignor Borrower agrees to make the Collateral available to the Lender at a place to be designated by the Lender which is reasonably convenient to both parties. If notice to the Borrower of any intended disposition of the Collateral or any other intended action is required by law in a particular instance, such notice shall facilitate in all be deemed commercially reasonable ways if given at least ten (10) calendar days prior to the Assignee’s collection date of such rents, issues, income and profitsintended disposition or other action; c. The Lender may request the Borrower to, and upon such request will execute written notices the Borrower will, assist the Lender in repossessing and selling the Equipment in compliance with all applicable laws and in accordance with the Repossession Agreement (this provision in no way limits the Lender's ability to use any other person or entity to repossess and sell the Equipment); d. Without notice or demand, the Lender may offset any indebtedness the Lender or any of its participants, successors or assigns then owes to the tenants under the Leases to thereafter pay all such rents and other amounts Borrower whether or not then due, against any Obligation then owed to the Assignee.Lender or any of its participants, successors or assigns by Borrower, whether or not then due; (d) e. The Assignee Lender may make any payment or do any act required herein exercise the recourse rights of the Assignor in such manner Borrower against the Obligor on any Contracts; and f. The Lender may exercise or enforce any and to such extent as all other rights or remedies available by law or agreement against the Assignee may deem necessaryCollateral, and against the Borrower or against any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmentother person or property.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of After any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Default shall have occurred and remedies without any obligation to do so, without in any way waiving while such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsDefault is continuing: (a) The Assignee may declare Upon the unpaid balance written consent of the principal sum Majority Secured Parties, the Secured Parties may exercise in addition to all other rights and remedies granted to them under this Security Agreement, or the Notes all rights and remedies of a secured party under the UCC. Without limiting the generality of the Noteforegoing, together Grantor expressly agrees that in any such event the Secured Parties, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession the liquidation of the PremisesCollateral and collection of the accounts receivable pledged as Collateral, either in person use any Intellectual Property or process used or owned by agent Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or by a receiver appointed by a courtany part thereof, and havemay forthwith sell, holdlease, manageassign, lease give an option or options to purchase or sell or otherwise dispose of and operate the same on deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any Secured Party's offices or elsewhere at such terms and for such period of time prices as the Assignee it may deem necessary commercially reasonable, for cash or properon credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the Majority Secured Parties' request, to assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably select, whether at Grantor's premises or elsewhere. The Secured Parties shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 7(e), below, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to Grantor remaining liable for any deficiency remaining unpaid after such application. Grantor agrees that the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. Secured Parties need not give more than ten (c10) The Assignee may either with or without taking possession days' notice of the Premises, demand, ▇▇▇ for, settle, compromise, collect, time and give acquittances for all rents, issues, income and profits place of and from the Premises and pursue all remedies for enforcement any public sale or of the Leases time after which a private sale may take place and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written that such notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all is reasonable ways the Assignee’s collection notification of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneematters. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of After any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Default shall have occurred and remedies without any obligation to do so, without in any way waiving while such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsDefault is continuing: (a) The Assignee Collateral Agent, on behalf of Secured Parties, may declare exercise in addition to all other rights and remedies granted to it under this Security Agreement, the unpaid balance Senior Notes(s) or the Purchase Agreement and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the principal sum foregoing, Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demand, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the NoteCollateral and collection of the accounts receivable pledged as Collateral, together with use any trademark, copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any of Collateral Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Collateral Agent, on the terms set forth in this section, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the opinion of Collateral Agent, appears to be prior or superior to its security interest. Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity or redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Collateral Agent’s request, to assemble its Collateral and make it available to the Collateral Agent at places, which Collateral Agent shall reasonably select, whether at Grantor’s premises or elsewhere. Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(e) below and only after so paying over such net proceeds and after the payment by Secured Parties of any other amount required by any provision of law, need Collateral Agent’s account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all accrued claims, damages, and unpaid interest thereondemands against Collateral Agent and Secured Parties arising out of the repossession, immediately due retention or sale of the Collateral. Grantor agrees that Collateral Agent need not give more than (10) days’ notice of the time and payableplace of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the process of any sale or disposition of its Collateral are insufficient to pay all amounts to which Collateral Agent is entitled from Grantor, Grantor also being liable for the attorney costs of any attorneys employed by Collateral Agent to collect such deficiency. (b) The Assignee Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as they may enter upon be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and take possession purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchaser to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the Premises, either in person sale or of the purchaser by agent or by a receiver appointed by a courtany governmental authority, and haveGrantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, hold, manage, lease and operate nor shall Collateral Agent or Secured Parties be liable nor accountable to Grantor for any discount allowed by the same on reason of the fact that such terms and for Collateral is sold in compliance with any such period of time as the Assignee may deem necessary limitation or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properrestriction. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases Grantor also agrees to pay all rents fees, costs and other amounts payable under the Leases to the Assigneeexpenses of Secured Parties, including, without proof of default hereunderlimitation, upon receipt from reasonable attorneys’ fees, incurred in connection with the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance enforcement of any of the covenants, terms, conditions its rights and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneeremedies hereunder. (d) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (e) The Assignee may make Proceeds of any payment sale, disposition or do other realization upon all or any act required herein part of the Assignor Collateral shall be distributed by Collateral Agent in the following order of priorities: (i) First, to Collateral Agent in an amount sufficient to pay in full the reasonable costs of Collateral Agent, acting on behalf of Secured Parties, in connection with such manner sale, disposition or other realization, including fees, costs, expenses, liabilities and to such extent as the Assignee may deem necessaryadvances incurred or made by Collateral Agent in connection therewith, including, without limitation, reasonable attorney’s fees and any fees of Collateral Agent; (ii) Second, to Secured Parties in an amount so paid by equal to their respective unpaid Secured Obligations; and (iii) Finally, upon payment in full of the Assignee shall become immediately due and payable by Secured Obligations, to Grantor or its representatives, in accordance with the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentUCC or as a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of DefaultDefault and at any time thereafter, the AssigneeRequired Holders on behalf of all Secured Parties shall have the right to exercise all of the remedies conferred hereunder and under the Debentures, at its optionand all the rights and remedies of a secured party under the UCC. Without limitation, may exercise any one or more the Required Holders, on behalf of all Secured Parties, shall have the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentspowers: (a) The Assignee may declare Required Holders, acting through the unpaid balance Agent, shall have the right to take possession of the principal sum Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor shall assemble the Collateral and make it available to the Required Holders at places which the Required Holders shall reasonably select, whether at such Debtor’s premises or elsewhere, and make available to the Required Holders, without rent, all of such Debtor’s respective premises and facilities for the purpose of the NoteRequired Holders taking possession of, together with all accrued and unpaid interest thereon, immediately due and payableremoving or putting the Collateral in saleable or disposable form. (b) The Assignee may enter upon and take possession Required Holders, acting through the Agent, shall have the right to operate the business of the PremisesDebtors using the Collateral and shall have the right to assign, either in person or by agent or by a receiver appointed by a court, and have, hold, managesell, lease or otherwise dispose of and operate deliver all or any part of the same on such terms and for such period of time as the Assignee may deem necessary Collateral, at public or properprivate sale or otherwise, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premisesspecial conditions or stipulations, demandfor cash or on credit or for future delivery, ▇▇▇ for, settle, compromise, collect, in such parcel or parcels and give acquittances for all rents, issues, income at such time or times and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all at such rents and other amounts to the Assignee and to comply with any notice place or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profitsplaces, and upon request will execute written notices such terms and conditions as the Required Holders may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the tenants under Debtors or right of redemption of any Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Leases to thereafter pay Required Holders may, unless prohibited by applicable law which cannot be waived, purchase all such rents and other amounts to the Assignee. (d) The Assignee may make or any payment or do any act required herein part of the Assignor in such manner Collateral being sold, free from and to such extent as the Assignee may deem necessarydischarged of all trusts, claims, right of redemption and equities of any amount so paid by the Assignee shall become immediately due Debtor, which are hereby waived and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmentreleased.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any an Event of DefaultDefault hereunder (and in addition to all of its other rights, powers, and remedies under this Agreement), the AssigneeLender may, at its option, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further upon written notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured herebyPledgor, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, Pledgor's Liabilities to be immediately due and payable. (b) . The Assignee occurrence or non-occurrence of an Event of Default shall in no manner impair the ability of the Lender to demand payment of any portion of the Pledgor's Liabilities which are payable on demand. The Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code and other applicable law in the State of Georgia. Upon the occurrence of an Event of Default hereunder, the Pledgor, upon demand by the Lender, shall assemble the Collateral and make it available to the Lender at a place designated by the Lender which is mutually convenient to both parties. Upon the occurrence of an Event of Default hereunder, the Lender or its agents may enter upon and the Pledgor's premises to take possession of the PremisesCollateral, either in person to remove it, to render it unusable, or to sell of otherwise dispose of it, all without judicial process or proceedings. Any written notice of the sale, disposition, or other intended action by agent the Lender with respect to the Collateral which is required by applicable laws and is sent by certified mail, postage prepaid, to the Pledgor at the address of the Pledgor's chief executive office specified below, or by a receiver appointed by a court, and have, hold, manage, lease and operate such other address of the same on such terms and for such period of time as the Assignee Pledgor which may deem necessary or proper, with full power to make from time to time all alterationsbe shown on the Lender's records, renovationsat least five (5) days prior to such sale, repairs disposition, or replacements thereto or thereof as may seem proper other action, shall constitute reasonable notice to the AssigneePledgor. The Pledgor shall pay on demand all costs and expenses, to makeincluding, enforcewithout limitation, modify reasonable attorneys' fees and accept the surrender of Leasesexpenses, to obtain and evict tenants, to fix incurred by or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession on behalf of the PremisesLender: (i) in enforcing the Pledgor's Liabilities; and (ii) in connection with the taking, demandholding, ▇▇▇ forpreparing for sale or other disposition, settleselling, compromisemanaging, collectcollecting, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement or otherwise disposing of the Leases Collateral. All of such costs and all expenses (collectively, the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction "LIQUIDATION COSTS") together with interest thereon at a simple per annum rate of interest which is equal to the tenants under then highest rate of interest charged on the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance principal of any of the covenantsPledgor's Liabilities, termsplus one percent (1%) per annum (but in no event higher than the maximum interest rate permitted by law), conditions and agreements contained from the date of payment until repaid in the Leases to full, shall be observed or performed paid by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices Pledgor to the tenants under Lender on demand and shall constitute and become a part of the Leases to thereafter pay all such rents and Pledgor's Liabilities secured hereby. Any proceeds of sale or other amounts disposition of the Collateral will be applied by the Lender to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner Liquidation Costs and to such extent as the Assignee may deem necessaryExpense Payments, and any amount so paid balance of such proceeds will be applied by the Assignee shall become immediately due Lender to the payment of the remaining Pledgor's Liabilities in such order and payable by manner of application as the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentLender may from time to time in its sole discretion determine.

Rights and Remedies Upon Default. At any time upon or following Beginning on the occurrence and during the continuance of date which is ten (10) business days after any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Default shall have occurred and remedies without any obligation to do so, without in any way waiving while such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsDefault is continuing: (a) The Assignee may declare Upon the unpaid balance written consent of the principal sum Required Purchasers, the Agent may exercise in addition to all other rights and remedies granted to them under this Security Agreement and the Purchase Agreement all rights and remedies of a secured party under the UCC. Without limiting the generality of the Noteforegoing, together Grantor expressly agrees that in any such event the Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with all accrued the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at Agent’s offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the Required Purchasers’ request, to assemble its Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at Grantor’s premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(e) below, with Grantor remaining liable for any deficiency remaining unpaid interest thereon, immediately due after such application. Grantor agrees that the Agent need not give more than twenty (20) days’ prior written notice of the time and payableplace of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. (b) The Assignee may enter upon As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when Agent shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), the Agent may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on under such terms and for such period of time circumstances as the Assignee Agent may deem necessary or properadvisable, but subject to the other requirements of this Section 6(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Agent may, in its discretion, (i) in accordance with full power applicable securities laws, proceed to make from time such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to time all alterationseffect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, renovationsfor investment, repairs or replacements thereto or thereof as may seem proper and not with a view to the Assigneedistribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6(b), if any of such Collateral shall not be freely distributable to makethe public without registration under the Act at the time of any proposed sale hereunder, enforcethen the Agent shall not be required to effect such registration or cause the same to be effected but may, modify and accept in their discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the surrender of LeasesAgent may, to obtain and evict tenantsin its discretion, to fix or modify rents, and to do any other act which the Assignee deems deem necessary or properappropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases Grantor also agrees to pay all rents fees, costs and other amounts payable under expenses of the Leases to the AssigneeAgent, including, without proof of default hereunderlimitation, upon receipt from reasonable attorneys’ fees, incurred in connection with the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance enforcement of any of the covenants, terms, conditions its rights and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneeremedies hereunder. (d) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (e) The Assignee may make Proceeds of any payment sale, disposition or do other realization upon all or any act required herein part of the Assignor Collateral shall be distributed by the Agent in the following order of priorities, subject to any subordination to the Senior Lenders: FIRST, to Agent in an amount sufficient to pay in full the reasonable costs of the Agent in connection with such manner sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by Agent in connection therewith, including, without limitation, reasonable attorneys’ fees; SECOND, to such extent the Credit Parties in amounts proportional to the Pro Rata share of the then unpaid Secured Obligations of each Credit Party; and FINALLY, upon payment in full of the Secured Obligations, to Grantor or its representatives, in accordance with the UCC or as the Assignee a court of competent jurisdiction may deem necessarydirect. (f) The costs of enforcing or pursuing any right or remedy hereunder, including without limitation any repossession, sale, possession and management (including, without limitation, reasonable attorneys’ fees), and any amount so paid distribution shall be borne Pro Rata by the Assignee Credit Parties. Each Credit Party shall become immediately due and payable by reimburse the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentAgent for its Pro Rata share of all such costs promptly upon demand.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence of an Event of Default hereunder or any Rating Event, the Administrative Agent may, or if so directed by the Required Lenders shall, by written notice to the Authority in the form of Exhibit D hereto, reduce the Commitment Amount and during the continuance of Available Commitment to zero and thereafter the Lenders will have no further obligation to make Term Loans hereunder and/or may terminate the Commitment; provided, however, that in the event that the Authority cures any such Event of Default, the AssigneeAdministrative Agent may, with the consent or at its option, may exercise any one or more the direction of the following rights Required Lenders, elect, by providing written notice thereof to the Authority, to reinstate the Commitment Amount and remedies without the Available Commitment; provided, further, however, that upon the occurrence of an Event of Default under Section 8.1(b) hereof, the Commitment Amount and the Available Commitment shall automatically and immediately reduce to zero and thereafter no Lender shall have any further obligation to do so, without in make Term Loans hereunder; (b) Upon the occurrence of any way waiving such Event of DefaultDefault hereunder, without further notice the Administrative Agent may, or demand on if so directed by the AssignorRequired Lenders shall, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor either personally or any guarantor of the Note from any obligation, and with by attorney or agent without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Noteproceeding, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver to be appointed by a courtcourt in any appropriate action or proceeding, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee take whatever action at law or in equity may deem appear necessary or properdesirable to collect the amounts due and payable under the Related Documents and the MTA RANs or to enforce performance or observance of any obligation, agreement or covenant of the Authority under the Related Documents or with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper respect to the AssigneeMTA RANs, whether for specific performance of any agreement or covenant of the Authority or in aid of the execution of any power granted to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which Administrative Agent in the Assignee deems necessary or proper.Related Documents; (c) The Assignee may either with or without taking possession Upon the occurrence of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits any Event of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default Default hereunder, upon receipt from the Assignee of Administrative Agent may, or if so directed by the Required Lenders shall, provide written notice to thereafter the Authority directing the Authority to commence depositing the Pledged Revenues into the Payment Fund to pay all any outstanding MTA RANs and the Term Loans evidenced and secured thereby on the ninetieth (90th) day following the occurrence of such rents and other amounts Event of Default in an amount equal to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any twenty percent (20%) of the covenants, terms, conditions principal of and agreements contained in the Leases to be observed or performed by the tenants thereunder, interest due and owing on any outstanding MTA RANs and the Assignor Term Loans evidenced and secured thereby and on each ninetieth (90th) day to occur thereafter to and including the last Term Loan Maturity Date with respect to any MTA RANs outstanding. Notwithstanding the foregoing, on each Term Loan Maturity Date, the Authority shall facilitate in deposit into the Payment Fund an amount sufficient to pay the principal of and interest on all reasonable ways outstanding MTA RANs and the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.Term Loans evidenced thereby; and (d) The Assignee may make Upon the occurrence of any payment Event of Default hereunder, the Administrative Agent may, or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount if so paid directed by the Assignee Required Lenders shall, exercise, or cause to be exercised, any and all remedies as it may have under the Related Documents and as otherwise available at law and at equity. Anything in Article III hereof to the contrary notwithstanding, from and after the occurrence of an Event of Default, all Reimbursement Obligations shall become immediately due and payable by the Assignor with bear interest thereon until paid at the Default Rate and shall be secured by this AssignmentRate.

Rights and Remedies Upon Default. At (a) Each of the following is an “Event of Default” under this Agreement when continuing ten (10) business days’ after written notice is delivered to Company: (i) default shall be made in the payment of the Secured Obligation; (ii) the Company shall make an assignment for the benefit of its creditors or shall file or commence or have filed or commenced against it any time upon proceeding for any relief under any bankruptcy or following insolvency law or any law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, or a receiver or trustee shall be appointed for the undersigned; (iii) the liquidation, dissolution, merger or consolidation of Company (except where provision is made in any such transaction for the Secured Party to be paid the ongoing Secured Obligation as well as any accrued but unpaid amount of the Secured Obligation in connection with any such transaction). (b) Upon the occurrence and during the continuance of any Event of Default, Secured Party at its election, may file appropriate UCC or other financing statements (subject to prior approval of the AssigneeCompany, such approval not to be unreasonably withheld or delayed), or other documents to perfect its security interest in the Collateral, together with any and all continuation, amendments and modification filings related thereto and any other filings or recordings Secured Party deems necessary or appropriate with respect to the Collateral and Secured Party’s interest therein, and declare the entire outstanding balance of the Secured Obligation, immediately due and payable, together with all costs of collection, including reasonable attorneys’ fees, or may exercise upon or enforce its rights in the Collateral, as set forth herein or under applicable law. (c) If an Event of Default shall occur, then, in each and every such case, Secured Party may at any time thereafter exercise and/or enforce any of the following rights and remedies at Secured Party's option: (1) The Secured Obligation shall, at Secured Party's sole option, become immediately due and payable. (2) At its option: (a) take any reasonable and lawful action to protect and realize upon its security interest in the Collateral; and (b) in addition to the foregoing, may and not in substitution therefor, exercise any one or more of the following rights and remedies without exercisable by Secured Party under any obligation to do soother provision of this Agreement, or as provided by applicable law (including, without in any way waiving such Event of Defaultlimitation, without further notice or demand on the Assignor, without regard UCC). Secured Party shall have no duty to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing take any action to preserve or proceeding to foreclose collect the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payableCollateral. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of Default, Lender shall have the Assigneeright to exercise all of the remedies conferred hereunder, under the Notes and any other document executed in connection herewith, and Lender shall have all the rights and remedies of a secured party, and Lender may proceed to protect and enforce its rights by an action at its optionlaw, may suit in equity, or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Notes, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any one power granted hereby or more of thereby or by law or otherwise. Without limitation, the Lender shall have the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentspowers: (ai) The Assignee may declare If an Event of Default described in Section 8.1(d) or Section 8.1(e) above has occurred, the entire unpaid balance of the principal sum of the Note, together with amount and all accrued and unpaid interest thereonunder the Notes (at par plus any Positive Make-Whole Amount, if any, applicable thereto) shall automatically become immediately due and payable. payable and (bii) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do if any other act which Event of Default has occurred the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of Lender shall have the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from right to declare the Premises and pursue all remedies for enforcement of the Leases entire unpaid principal and all the lessor’s rights therein accrued and thereunder. This Assignment shall constitute an authorization and direction to the tenants unpaid interest under the Leases to pay all rents Notes (at par plus any Positive Make-Whole Amount, if any, applicable thereto) immediately due and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents declaration, such principal and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee interest shall become immediately due and payable by without presentment, demand, protest or further notice, all of which are hereby waived. Promptly upon payment of the Assignor foregoing amounts to the Lender, the Lender shall pay to the Borrower in immediately available funds the Negative Make-Whole Amount, if any, with interest thereon until paid at respect to the Notes. (b) Notwithstanding anything to the contrary contained in this Section 8.2, after the occurrence and during the continuance of an Event of Default Rate and all remedies with respect to Units shall be secured by this Assignmentexercised pursuant to the terms and conditions of the Mexican Trust Agreement.

Rights and Remedies Upon Default. At any time upon or following the Upon occurrence and during the continuance of any Event of Default, the AssigneeLender may, at without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Borrower, (ii) by notice to Borrower declare all Obligations immediately due and payable (but if an Event of Default described in Sections 14(g) or (h) occurs all Obligations shall be immediately due and payable without any action by the Lender) or (iii) by notice to Borrower suspend or terminate the obligations, if any, of the Lender to extend credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Lender or its optionAffiliates (but if an Event of Default described in Sections 14(g) or (h) occurs all obligations, may exercise if any, of the Lender to extend credit for Borrower’s benefit under this Agreement shall be immediately terminated without any one or more of action by the Lender). Without limitation, the Lender shall have the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentspowers: (a) The Assignee may declare Lender shall have the unpaid balance right to take possession of the principal sum Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Borrower shall assemble the Collateral and make it reasonably available to the Lender at places which the Lender shall reasonably select, whether at the Borrower’s premises or elsewhere, and make reasonably available to the Lender, without rent, all of the NoteBorrower’s respective premises and facilities for the purpose of the Lender taking possession of, together with all accrued and unpaid interest thereon, immediately due and payableremoving or putting the Collateral in saleable or disposable form. (b) The Assignee may enter upon and take possession Lender shall have the right to operate the business of the PremisesBorrower using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in person such parcel or by agent parcels and at such time or by a receiver appointed by a courttimes and at such place or places, and have, hold, manage, lease and operate the same on upon such terms and for such period of time conditions as the Assignee Lender may deem necessary commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or proper, with full power to make from time to time all alterations, renovations, repairs demand upon or replacements thereto or thereof as may seem proper notice to the AssigneeBorrower or right of redemption of the Borrower, to makewhich are hereby expressly waived. Upon each such sale, enforcelease, modify assignment or other transfer of Collateral, the Lender may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and accept discharged of all trusts, claims, right of redemption and equities of the surrender of LeasesBorrower, to obtain which are hereby waived and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properreleased. (c) The Assignee may either with or without taking possession of Lender shall have the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction right to apply to the tenants under Obligations any amount held or controlled by the Leases Lender owing to pay all rents and other amounts payable under or for the Leases credit or the account of Borrower, including, without limitation pursuant to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the AssigneeMaster License Agreement. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence of an Event of Default hereunder or any Rating Event, the Bank may by written notice to the Authority in the form of Exhibit D hereto, reduce the Commitment Amount and during the continuance of Available Commitment to zero and thereafter the Bank will have no further obligation to make Revolving Loans hereunder and/or may terminate the Commitment; provided, however, that in the event that the Authority cures any such Event of Default, the AssigneeBank may elect, at in its optionsole and absolute discretion by providing written notice thereof to the Authority, may exercise any one or more to reinstate the Commitment Amount and the Available Commitment; provided, further, however, that upon the occurrence of an Event of Default under Section 8.1(b) hereof, the following rights Commitment Amount and remedies without any the Available Commitment shall automatically and immediately reduce to zero and thereafter the Bank shall have no further obligation to do so, without in make Revolving Loans hereunder; (b) Upon the occurrence of any way waiving such Event of DefaultDefault hereunder, without further notice the Bank may either personally or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor by attorney or any guarantor of the Note from any obligation, and with or agent without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Noteproceeding, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver to be appointed by a courtcourt in any appropriate action or proceeding, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee take whatever action at law or in equity may deem appear necessary or properdesirable to collect the amounts due and payable under the Related Documents and the MTA RANs or to enforce performance or observance of any obligation, agreement or covenant of the Authority under the Related Documents or with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper respect to the AssigneeMTA RANs, whether for specific performance of any agreement or covenant of the Authority or in aid of the execution of any power granted to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which Bank in the Assignee deems necessary or proper.Related Documents; (c) The Assignee may either with or without taking possession Upon the occurrence of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits any Event of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default Default hereunder, upon receipt from the Assignee of Bank may provide written notice to thereafter the Authority directing the Authority to commence depositing the Pledged Revenues into the Payment Fund to pay all any outstanding MTA RANs and the Revolving Loans evidenced and secured thereby on the ninetieth (90th) day following the occurrence of such rents and other amounts Event of Default in an amount equal to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any twenty percent (20%) of the covenants, terms, conditions principal of and agreements contained in the Leases to be observed or performed by the tenants thereunder, interest due and owing on any outstanding MTA RANs and the Assignor Revolving Loans evidenced and secured thereby and on each ninetieth (90th) day to occur thereafter to and including the last Revolving Loan Maturity Date with respect to any MTA RANs outstanding. Notwithstanding the foregoing, on each Revolving Loan Maturity Date, the Authority shall facilitate in deposit into the Payment Fund an amount sufficient to pay the principal of and interest on all reasonable ways outstanding MTA RANs and the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.Revolving Loans evidenced thereby; and (d) The Assignee Upon the occurrence of any Event of Default hereunder, the Bank may make exercise, or cause to be exercised, any payment or do any act required herein and all remedies as it may have under the Related Documents and as otherwise available at law and at equity. Anything in Article III hereof to the contrary notwithstanding, from and after the occurrence of the Assignor in such manner and to such extent as the Assignee may deem necessaryan Event of Default, and any amount so paid by the Assignee all Reimbursement Obligations shall become immediately due and payable by the Assignor with bear interest thereon until paid at the Default Rate and shall be secured by this AssignmentRate.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance happening of any an Event of Default, the Assignee, at its option, may exercise any one or more of Sublessor shall have the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentsremedies: (a) The Assignee may declare in the unpaid balance case of an Event of Default which constitutes a default under the terms and conditions of the principal sum Headlease, the Sublessor shall have the right to re-enter and re-take possession of the NoteLeased Premises and terminate this Sublease if such default is not remedied within twenty-five (25) days from receipt of written notice from the Sublessor or the Minister advising of the default or if the default is not reasonably capable of being cured in such time, together if the Sublessee fails to commence to cure the default within twenty-five (25) days of receipt of the notice and to proceed to cure it with all accrued and unpaid interest thereon, immediately due and payable.diligence to completion; (b) The Assignee may in the case of an Event of Default which constitutes a default under the terms and conditions of the Headlease, the Sublessor shall have the right to re-enter upon and re-take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate Leased Premises for the purpose of re-leasing the same on as agent for the Sublessee if such terms default is not remedied within twenty-five (25) days from receipt of written notice from the Sublessor or the Minister advising of the default or if the default is not reasonably capable of being cured in such time, if the Sublessee fails to commence to cure the default within twenty-five (25) days of receipt of the notice and for to proceed to cure it with all due diligence to completion, in which event all money received by the Sublessor from such period re-leasing (but excluding any ongoing Rent from the date of time as the Assignee may deem necessary or properre-leasing) shall be applied, with full power to make from time to time all alterationsfirst, renovations, repairs or replacements thereto or thereof as may seem proper to the Assigneepayment of any indebtedness due under this Sublease from the Sublessee to the Sublessor, second, to make, enforce, modify the payment of all costs and accept expenses incurred by the surrender Sublessor in re-leasing the Leased Premises (including brokerage and lawyer’s fees and the cost of Leasesany alterations and repairs to the Leased Premises) third, to obtain and evict tenantsthe payment of any indebtedness of the Sublessee to the Homeowners Corporation and, fourth, as to the balance of the money, if any, to fix or modify rentsthe Sublessee (provided that if there are any financial charges registered in the Indian Lands Registry against the interest of the Sublessee at the time of the disbursement of monies, the amount payable to the Sublessee shall first be applied to satisfy the Sublessee’s obligations to such financial chargeholders in accordance with their priority and to do any other act which the Assignee deems necessary or proper.balance shall then be paid in accordance with this Sublease); (c) The Assignee may either with or without taking in the case of an Event of Default which does not constitute a default under the terms and conditions of the Headlease, the Sublessor shall have the right to re-enter and re-take possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Leased Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of terminate this Sublease if such default hereunder, upon is not remedied within ninety (90) days from receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to from the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any Sublessor advising of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.default; (d) The Assignee may make any payment or do any act required herein in the case of an Event of Default which does not constitute a default under the terms and conditions of the Assignor Headlease, the Sublessor shall have the right to re-enter and re-take possession of the Leased Premises for the purpose of re-leasing the same as agent for the Sublessee if such default is not remedied within ninety (90) days from receipt of written notice from the Sublessor advising of the default, in which event all money received by the Sublessor from such manner re-leasing shall be applied as set out in Subsection 21.2(b); (e) in the case of an Event of Default which constitutes a default under the Bylaws, impose any fines or penalties as set out in the Bylaws; (f) the Sublessor may, but shall not be obliged to, itself observe and perform any covenant or agreement in respect of which the Sublessee has made default and for such purpose may enter onto the Leased Premises without liability to the Sublessee, provided that such extent performance by the Sublessor shall not in any way relieve the Sublessee from its obligations and liabilities with respect to the performance of the covenant or agreement; (g) the Sublessor shall have the right to collect from the Sublessee any and all costs and expenses incurred by the Sublessor in enforcing the covenants and agreements set out in this Sublease and in performing the covenants and agreements of the Sublessee set out in this Lease, including without limitation legal fees as between solicitor and his own client, together with interest thereon at the Assignee may deem necessary, rate set out in Subsection 21.2(h) from the date that the costs and any amount so expenses are incurred to the date the same are paid by the Assignee Sublessee; (h) the Sublessor shall become immediately have the right to claim from the Sublessee interest at the rate equal to five percent (5%) per annum above the prevailing prime lending rate for commercial loans in Canadian dollars then being published by the Sublessor’s bankers on all amounts which are due and payable owing by the Assignor with interest thereon until paid at Sublessee to the Default Rate Sublessor (and a certificate signed by an officer of a bank that the Sublessor designates as its bank, shall be secured by conclusive evidence of such rate); and (i) the Sublessor shall be entitled to such other rights and remedies as may be available to it pursuant to this AssignmentSublease, at law or in equity, including without limitation rights of distress, the right to claim damages against the Sublessee and the right to seek and obtain injunctive or other equitable relief upon the happening of an Event of Default.

Rights and Remedies Upon Default. At any time upon or following the occurrence (a) Upon and during the continuance of any after an Event of Default, the AssigneeLender shall have, at its optionsubject to Section 20 hereof, may exercise any one or more of the following rights and remedies: (i) In addition to any other rights and remedies without contained in this Agreement and in all the other Loan Documents, all the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York or other applicable laws, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by law; (ii) The right to open Pledgor's mail and to collect any obligation and all amounts due Pledgor from account debtors; and (iii) The right to: (A) demand payment of the Accounts; (B) enforce payment of the Accounts by legal proceedings or otherwise; (C) exercise all of Pledgor's rights and remedies with respect to do sothe collection of the Accounts; (D) settle, without adjust, compromise, extend or renew the Accounts; (E) settle, adjust or compromise any legal proceedings brought to collect the Accounts; (F) to the extent permitted by applicable law, sell or assign the Accounts upon such terms, for such amounts and at such time or times as Lender deems advisable; (G) discharge and release the Accounts; (H) take control, in any way waiving such Event manner, of Default, without further notice any item of payment or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note proceeds from any obligationaccount debtor; (I) prepare, file and sign Pledgor's name on any proof of claim in bankruptcy or similar document against any account debtor; (J) prepare, file, and with sign Pledgor's name on any notice of lien, assignment or without bringing any action or proceeding to foreclose the Mortgage or any other satisfaction of lien or security interest granted by similar document in connection with the Accounts; (K) do all acts and things necessary, in Lender's sole discretion, to fulfill Pledgor's obligations under the Loan Documents: ; (aL) The Assignee may declare endorse the unpaid balance name of Pledgor upon any chattel paper, document, instrument, invoice, freight bill, ▇▇ll ▇▇ lading or similar document or agreement relating to the Accounts; (M) use Pledgor's stationery and sign Pledgor's name to verifications of the principal sum of Accounts and notices thereof to account debtors; and (N) use the Note, together with all accrued and unpaid interest thereon, immediately due and payableinformation recorded on or contained in any data processing equipment or computer hardware or software relating to the Accounts or proceeds thereof to which Pledgor has access. (b) The Assignee may enter upon Upon and take possession after an Event of the PremisesDefault, either in person or by agent or by a receiver appointed by a court, and Lender shall have, holdsubject to Section 20 hereof, managethe right to: (i) sell or otherwise dispose of all or any Collateral in its then condition, lease and operate the same or after any further manufacturing or processing thereof, at public or private sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or on such terms and for such period of time credit, all as the Assignee Lender, in its sole discretion, may deem necessary or proper, with full power to make advisable; (ii) adjourn such sales from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, notice; and give acquittances (iii) to conduct such sales on Pledgor's premises or elsewhere and use Pledgor's premises without charge for all rents, issues, income and profits of and from the Premises and pursue all remedies such sales for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice time or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.times as

Rights and Remedies Upon Default. At Upon the occurrence of a Default, CDF shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. CDF may terminate any obligations it has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand, and/or terminate this Agreement immediately upon notice to Borrower, provided however, that in the event of a Default solely under Section 6.1 (i) or (j) above, CDF’s remedies for such Default would not include the right to accelerate the Obligations and declare them immediately due and payable, (further provided however, that the occurrence of a Default under any other clause of Section 6.1 either then or at any subsequent point in time would entitle CDF to exercise any and all rights and remedies under this Section 6.2, including but not limited to, the right to declare all Obligations immediately due and payable). CDF may enter any premises of Borrower, with or without process of law, without force, to search for, take possession of, and obtain, make copies of and remove such items or documents pertaining to the Collateral, or any part thereof. Borrower agrees to cooperate with CDF to make available to CDF all invoices, contracts, delivery receipts, bills of lading, other documents and all reports, data, notes, customer lists and files, and other books and records, if any, of Borrower which relate to, or may be needed by CDF to assist in CDF’s collection of Collateral. CDF may, without notice to Borrower and at any time upon or following times enforce payment and collect, by legal proceedings or otherwise, Accounts in the occurrence name of Borrower or CDF; open Borrower’s mail and during the continuance overnight delivery packages, and take control of any Event cash or non-cash items of Defaultpayment or proceeds of Accounts and of any rejected, the Assigneereturned, repossessed or stopped in transit goods relating to Accounts. CDF may at its optionsole election and without demand enter, may exercise with or without process of law, any premises where Collateral or information pertaining to the Collateral might be and, without charge or liability to CDF therefore, do one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: following: (ai) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the PremisesCollateral or such information pertaining to the Collateral and use or store it in said premises or remove it to such other place or places as CDF may deem convenient; and, either in person (ii) remain on such premises and use the same, together with Borrower’s materials, supplies, books and records, including without limitation Borrower’s computer system and electronic records, for the purpose of performing all acts necessary and incidental to the collection or by agent liquidation of such Collateral. CDF may apply the proceeds of the sale or by a receiver appointed by a courtliquidation of any Collateral, and havethe cash proceeds from any letter of credit it may hold or control regarding Borrower, holdto the payment of the Obligations in such manner or order as CDF may determine. Borrower shall be liable to CDF for any deficiency resulting from CDF’s disposition of Collateral, manageregardless of any subsequent disposition thereof. Any notice of a disposition shall be deemed reasonably and properly given if given to Borrower at least ten (10) days before such disposition. If Borrower fails to perform any of its Obligations under this Agreement, lease and operate CDF may perform the same on such terms and for such period of time as the Assignee may deem necessary in any form or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee manner CDF in its discretion deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collectdesirable, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so monies paid by the Assignee CDF in connection therewith shall become be additional Obligations and shall be immediately due and payable by the Assignor without notice together with interest thereon until paid payable on demand at the Default Rate Rate. All of CDF’s rights and remedies shall be secured by this Assignmentcumulative. Borrower irrevocably waives any requirement that CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. If a Default is in effect, and without regard to whether CDF has accelerated any Obligations, CDF may, without notice, apply a default finance charge to Borrower’s outstanding principal indebtedness equal to the default rate specified in Borrower’s financing program with CDF, if any, or if there is none so specified, at the lesser of 2.0% per annum above the rate in effect immediately prior to the Default, or the highest lawful contract rate of interest permitted under applicable law (“Default Rate”).

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of 7.1. If any Event of DefaultDefault under the Loan Agreement or a default or breach in any respect by Pledgor of any representation, warranty, covenant or agreement of Pledgor under this Pledge Agreement (after the Assigneeexpiration of any applicable cure period or grace period hereunder or thereunder, at its optionwhich breach shall be deemed an Event of Default under the Loan Agreement and an Event of Default hereunder) shall occur, Lender may exercise do any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: following: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately Obligations Secured Hereby to be forthwith due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on whereupon such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee Obligations Secured Hereby shall become immediately due and payable without presentment, demand, protest or other notice of any kind; and/or (b) proceed to protect and enforce its rights under this Pledge Agreement, the Notes, the Loan Agreement, or any of the other Loan Document through other appropriate proceedings, and Lender shall have, without limitation, all of the rights and remedies provided by applicable law, including, without limitation, the rights and remedies of a secured party under the Illinois Uniform Commercial Code (the “UCC”) and, in addition thereto, Lender shall be entitled, at Lender’s option, to exercise all voting and corporate rights with respect to the Pledged Stock as it may determine, without liability therefor, but Lender shall not have any duty to exercise any voting and corporate rights in respect of the Pledged Stock and shall not be responsible or liable to Pledgor or any other person for any failure to do so or delay in so doing. 7.2. Without limiting the generality of the foregoing, if any Event of Default hereunder or under the Loan Agreement shall occur, Lender shall have the right to sell the Pledged Stock, or any 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 at such price or prices as Lender may deem best, and Lender may be the purchaser of any or all of the Pledged Stock so sold and thereafter Lender or any other purchaser shall hold the same free from any right or claim of whatsoever kind. Lender is authorized, at any such sale, if it deems it advisable so to do, to restrict the number of prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Pledged Stock and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Lender may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold. 7.3. Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Lender shall give Pledgor not less than ten (10) days’ written notice of its intention to make any such public or private sale or at any broker’s board or on any securities exchange (with such notice to state the time and place of such sale), and Pledgor agrees that such notice shall be deemed reasonable. 7.4. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as Lender may fix in the notice of such sale. At any sale, the Pledged Stock may be sold in one lot as an entirety or in parts, as Lender may determine. Lender shall not be obligated to make any sale pursuant to any such notice. Lender may, without notice or publication, adjourn any 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 Pledged Stock on credit or for future delivery, the Pledged Stock so sold may be retained by Lender until the selling price is paid by the Assignor purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold upon like notice. 7.5. Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. 7.6. On any sale of the Pledged Stock, Lender is hereby authorized to comply with interest thereon until paid any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any third party or any governmental regulatory authority or officer or court, including, without limitation, all limitations and restrictions imposed by federal and state banking laws and regulations. Compliance with the foregoing sentence shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. 7.7. In furtherance of the exercise by Lender of the rights and remedies granted to it hereunder, Pledgor agrees that, upon request of Lender and at the Default Rate expense of Pledgor, it will use its best efforts to obtain all third party and shall be secured governmental approvals necessary for or incidental to the exercise of remedies by this AssignmentLender with respect to the Pledged Stock or any part thereof, including, without limitation, approvals from the FRB and any state bank regulatory authority.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of a Default, the Assignee, at its option, may exercise any one or more of the following CDF shall have all rights and remedies without any obligation to do so, without of a secured party under the UCC as in effect in any way waiving such Event of Default, applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. CDF may terminate any obligations it has any under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without further notice or demand on the Assignor, without regard demand. Dealer waives notice of intent to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligationaccelerate, and of acceleration of any Obligations. CDF may enter any premises of Dealer, with or without bringing any action or proceeding process of law, without force, to foreclose search for, take possession of, and remove the Mortgage Collateral, or any other lien part thereof. If CDF request, Dealer shall cease disposition of and shall assemble the Collateral and make it available to CDF, at Dealer’s expense, at a convenient place or security interest granted places designated by the Loan Documents: (a) The Assignee CDF. CDF may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the PremisesCollateral or any part thereof on Dealer’s premises and cause it to remain there at Dealer’s expense, either in pending sale or other disposition. Dealer agrees that the sell of Inventory by CDF to a person who is liable to CDF under a guaranty, endorsement, repurchase agreement or by agent the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and Dealer waives any provision of such laws to that effect. Dealer agrees that the repurchase of inventory by a receiver appointed Vendor pursuant to a repurchase agreement with CDF shall be a commercially reasonable method of disposition. Dealer shall be liable to CDF for any deficiency resulting from CDF’s disposition, including without limitation repurchase by a courtVendor, regardless of any subsequent disposition thereof. Dealer is not a beneficiary of, and havehas no right to require CDF to enforce, holdany repurchase agreement. Any notice of a disposition shall be deemed reasonably and property is given if given to Dealer at least ten (10) days before such disposition. If Dealer fails to perform any of its obligations under this Agreement, manage, lease and operate CDF may perform the same on such terms and for such period of time as the Assignee may deem necessary in any form or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee manner CDF in its discretion deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collectdesirable, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so monies paid by the Assignee CDF in connection therewith shall become be additional Obligations and shall be immediately due and payable by the Assignor without notice together with interest thereon until paid payable on demand at the Default Rate Rate. All of CDF’s rights and remedies shall be secured by this Assignmentcumulative. At CDF’s request, or without request in the event of an Automatic Default, Dealer shall pay all Vendor Credits to CDF as soon as the same are received for application to the Obligations. Dealer authorizes CDF to collect such amounts directly from Vendors and, upon request of CDF, shall instruct Vendors to pay CDF directly. Dealer irrevocably waives any requirement that CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. CDF’s election to extend or not extend credit to Dealer is solely at CDF discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether CDF has accelerated any Obligations, CDF may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. At any time upon or following (a) During the occurrence and during the continuance of any Event of Default, the AssigneeSecured Lenders shall have the right to exercise all of the remedies conferred hereunder and under the Transaction Documents, at its optionand the Secured Lenders shall have all the rights and remedies of a Secured Party under the UCC. Without limitation, may exercise any one or more of the Secured Lenders shall have the following rights and remedies without powers: (i) The Secured Lenders shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any obligation person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor shall assemble the Collateral and make it available to do sothe Secured Lenders at places which the Secured Lenders shall reasonably select, whether at such Debtor’s premises or elsewhere, and make available to the Secured Lenders, without rent, all of such Debtor’s respective premises and facilities for the purpose of the Secured Lenders taking possession of, removing or putting the Collateral in saleable or disposable form. (ii) Upon contemporaneous notice to the Debtors by Secured Lenders, all rights of each Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Secured Lenders shall have the right to receive, for the benefit of the Secured Lenders, any way waiving such Event interest, cash dividends or other payments on the Collateral and, at the option of DefaultSecured Lenders, to exercise in Secured Lenders’ discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Secured Lenders shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including, without further notice limitation, to vote and/or to exchange, at its sole discretion, any or demand on the Assignor, without regard to the adequacy all of the security for Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the obligations secured hereby, without releasing the Assignor Collateral or any guarantor Debtor or any of its direct or indirect subsidiaries. (iii) The Secured Lenders shall, subject to applicable law, have the right to operate the business of each Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Note from any obligationCollateral, and at public or private sale or otherwise, either with or without bringing special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Lenders may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to any action Debtor or proceeding right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Lenders, for the benefit of the Secured Lenders, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and released. (iv) The Secured Lenders shall have the right (but not the obligation) to foreclose notify any account debtors and any obligors under instruments or accounts to make payments directly to the Mortgage Secured Lenders, on behalf of the Secured Lenders, and to enforce the Debtors’ rights against such account debtors and obligors. (v) The Secured Lenders may (but is not obligated to) direct any financial intermediary or any other lien person or security interest granted by entity holding any investment property to transfer the Loan Documents:same to the Secured Lenders or their designees. (avi) The Assignee Secured Lenders may declare (but is not obligated to) transfer any or all Intellectual Property registered in the unpaid balance name of any Debtor at the United States Patent and Trademark Office and/or Copyright Office into the names of the principal sum Secured Lenders or any designee or any purchaser of the Note, together with all accrued and unpaid interest thereon, immediately due and payableany Collateral. (b) The Assignee Secured Lenders shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Secured Lenders may enter upon sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Secured Lenders sell any of the Collateral on credit, the Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor waives (except as shall be required by applicable statute and cannot be waived) any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Lenders’ rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, Collateral and to do any other act which the Assignee deems necessary or properexercise its rights and remedies with respect thereto. (c) The Assignee may either with For the purpose of enabling the Secured Lenders to further exercise rights and remedies under this Section 8 or without taking possession elsewhere provided by agreement or applicable law, each Debtor hereby grants to the Secured Lenders, for the benefit of the PremisesSecured Lenders, demandan irrevocable, ▇▇▇ fornonexclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, settlelicense or sublicense during the occurrence of an Event of Default, compromise, collectany Intellectual Property now owned or hereafter acquired by such Debtor, and give acquittances for wherever the same may be located, and including in such license access to all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of media in which any of the covenants, terms, conditions and agreements contained in the Leases to licensed items may be observed recorded or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner stored and to such extent as all computer software and programs used for the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmentcompilation or printout thereof.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of Whenever any Event of DefaultDefault occurs, subject to the Assigneeprior rights of Landlord and with Landlord's prior written consent, at its option, Lender may exercise take any one or more of the following remedial steps concurrently or successively in addition to any other remedies under the Loan Documents, at law or in equity, to the extent permitted by applicable law. 6.2.1 Lender may enter and take possession of the Property without terminating this Mortgage, and complete construction of the Improvements (or any part thereof) and perform the obligations of Tenant under the Loan Documents. 6.2.2 The Property may be sold by private sale without judicial process or appraisal (the same being hereby waived) upon 10 days' notice to Tenant and, by such sale, foreclose Tenant's equity of redemption in the Property completely and as effectively as through an action to foreclose, the same being hereby waived. 6.2.3 Lender may foreclose this Mortgage or accept delivery of a deed in lieu of foreclosure. In any foreclosure or sale, the Property may be sold in one or more parcels, lots, or groups (including mixtures of personal and real property, or separately, any provision of law to the contrary notwithstanding) and, to the extent permitted by law, Lender shall be under no obligation either to marshal any assets of the Tenant or to marshal any portions of the Property. 6.2.4 Lender may sue ▇▇▇ant directly to collect any monies then due and may take any action at law or equity (including bringing an action for a mandatory injunction, restraining order or specific performance) to enforce performance of the Secured Obligations. 6.2.5 For any security in which no interest arises under real estate law, Lender may exercise its rights as a secured party under Article 9 of the Uniform Commercial Code. Tenant agrees that a commercially reasonable manner of disposition of the Property subject to security interests under Article 9 shall include, without limitation and remedies without any at the option of Lender, the sale of the Property in whole or in part, concurrently with the foreclosure sale of the Property in accordance with the provisions of this Mortgage. 6.2.6 Lender may terminate its obligation to do sodisburse loan proceeds. 6.2.7 Lender may, and is hereby authorized by Tenant, at any time or from time to time, to the fullest extent permitted by law, without in advance notice to Tenant (any way waiving such Event notice being expressly waived by Tenant) to set-off and apply any and all sums held by Lender, any indebtedness of DefaultLender to Tenant, without further notice any and all claims by Tenant against Lender, against any obligations of Tenant hereunder, whether or demand on the Assignor, without regard to the adequacy not such obligations or claims of the security for the obligations secured hereby, without releasing the Assignor Tenant are matured and whether or not Lender has exercised any guarantor of the Note from any obligation, and with or without bringing other remedies hereunder. 6.2.8 In any action or proceeding to foreclose this Mortgage, or upon actual or threatened waste to any part of the Mortgage Property, Lender may apply, without notice to Tenant, for the appointment of a receiver ("Receiver") of the Property. Unless prohibited by law, such appointment may be made either before or after sale, without notice, without regard to the solvency or insolvency of Tenant at the time of application for such Receiver and without regard to the then value of the Property, and Lender may be appointed as Receiver. The Receiver shall have the power to collect the rents, issues and profits of the Property during the pendency of the foreclosure and, in case of a sale and deficiency during the full statutory period of redemption, whether there be redemption or not, as well as during any future times, if any, when Tenant, except for the intervention of such Receiver, would be entitled to collect such rents, issues and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Property during the whole of said proceeding. All sums of money received by the Receiver from such rents and income, after deducting therefrom the reasonable charges and expenses paid or incurred in connection with the collection and disbursement thereof, shall be applied to the payment of the Secured Obligations or applied to remedy any default hereunder as Lender may direct. Tenant, if requested to do so, will consent to the appointment of any such Receiver as aforesaid. 6.2.9 Lender may take any other lien action which Lender is entitled to take under any law, equity, or security interest granted by the Loan Documents:. (a) The Assignee may declare the unpaid balance 6.2.10 Lender may, at its option, but without any obligation so to do, and without waiving or releasing Tenant from any of the principal agreements and covenants in the Loan Documents, pay any sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and or perform any act or take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time action as the Assignee Lender may deem necessary or properdesirable in order to protect the lien of this Mortgage, with full power the Property or otherwise in the sole discretion of Lender. Tenant hereby grants to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rentsLender, and agrees that Lender shall have, after the occurrence of one or more Events of Default, the absolute and immediate right to do enter in and upon the Property or any other act which the Assignee part thereof to such extent and as often as Lender, in its sole discretion, deems necessary or proper. (c) The Assignee desirable for such purpose. Lender may either with or without taking possession pay and expend such sums of money as it may, in its sole discretion, deem necessary for the Premisespurposes stated herein. Tenant hereby agrees to pay to Lender, on demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount sums so paid or expended by the Assignee shall become immediately due and payable by the Assignor Lender, together with interest thereon until paid from the date of each such payment or expenditure at the Default Rate and shall be secured by this Assignmentdefault rate specified in the Note.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence of a Default. Lender shall have all rights and during remedies of a secured party under the continuance UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Lender may terminate any obligations it has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Event Obligations. Lender may enter any premises of Default, the Assignee, at its option, may exercise any one or more of the following rights and remedies without any obligation to do soDealers, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding process of law, without force, to foreclose search for, take possession of, and remove the Mortgage Collateral, or any other lien part thereof. If Lender requests, each Dealer shall cease disposition of and shall assemble the Collateral and make it available to Lender, at Dealers' expense, at a convenient place or security interest granted places designated by the Loan Documents: (a) The Assignee Lender. Lender may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the PremisesCollateral or any part thereof on any one or more of Dealers' premises and cause it to remain there at Dealers' expense, either in pending sale or other disposition. Each Dealer agrees that the sale of inventory by Lender to a person who is liable to Lender under a guaranty, endorsement, repurchase agreement or by agent the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a receiver appointed Vendor pursuant to a repurchase agreement with Lender shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Lender for any deficiency resulting from Lender's disposition of any Collateral, including without limitation a repurchase by a courtVendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, nor has any right to require Lender to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and haveproperly given if given to a Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, hold, manage, lease and operate Lender may perform the same on such terms and for such period of time as the Assignee may deem necessary in any form or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee manner Lender in its discretion deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collectdesirable, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so monies paid by the Assignee Lender in connection therewith shall become be additional Obligations and shall be immediately due and payable by the Assignor without notice together with interest thereon until paid payable on demand at the Default Rate Rate. All of Lender's rights and remedies shall be secured by this Assignmentcumulative. At Lender's request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Lender as soon as the same are received for application to the Obligations. Each Dealer authorizes Lender to collect such amounts directly from Vendors and, upon request of Lender, shall instruct Vendors to pay Lender directly. Each Dealer irrevocably waives any requirement that Lender retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. Lender's election to extend or not extend credit to a Dealer is solely at Lender's discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Lender has accelerated any Obligations, Lender may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of Default, Lender shall have the Assigneeright to exercise all of the remedies conferred hereunder, under the Notes and any other document executed in connection herewith, including, without limitation, the Pledge Agreement and any and all rights and remedies available under the NY UCC, and Lender shall have all the rights and remedies of a secured party, and Lender may proceed to protect and enforce its rights by an action at its optionlaw, may suit in equity, or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Notes, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any one power granted hereby or more of thereby or by law or otherwise. Without limitation, the Lender shall have the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentspowers: (ai) The Assignee may declare If an Event of Default described in Section 8.1(e) or Section 8.1(f) above has occurred, the entire unpaid balance of the principal sum of the Note, together with amount and all accrued and unpaid interest thereonunder the Notes, together with Make-Whole Amount, if any, applicable thereto, shall automatically become immediately due and payable and (ii) if any other Event of Default has occurred the Lender shall have the right to declare the entire unpaid principal and all accrued and unpaid interest under the Notes, together with Make-Whole Amount, if any, applicable thereto, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents declaration, such principal and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee interest shall become immediately due and payable without presentment, demand, protest or further notice, all of which are hereby waived. (b) In case of the happening of any Event of Default, the Lender may by its agents enter upon the Assignor with interest thereon until paid at railroads and premises of the Default Rate Borrower or other premises where any of the Collateral may be located and take possession of all or any part of the Collateral and withdraw the same from said railroads and premises, retaining all payments which up to that time may have been made on account of rent for the Collateral and otherwise, and shall be secured entitled to collect, receive and retain all unpaid per diem, mileage or other charges of any kind earned by the Collateral or any part thereof, and may lease the Collateral or any part thereof, or, with or without retaking possession thereof (but only after declaring due and payable the entire amount of the Notes payable by the Borrower as provided for in Section 8.2(a) hereof), may sell the same or any part thereof, free from any and all claims of the Borrower at law or in equity, in one lot and as an entirety or in separate lots, insofar as may be necessary to perform and fulfill the obligations hereunder, at public or private sale, for cash or upon credit, in its discretion, and may proceed otherwise to enforce its rights and the rights of the holders of the Notes in the manner herein provided. Upon any such sale, the Lender itself may bid for the property offered for sale or any part thereof. Any such sale may be held or conducted at such place and at such time as the Lender may specify, or as may be required by law, and without gathering at the place of sale of the Collateral to be sold, and in general in such manner as the Lender may determine, but so that the Borrower may and shall have a reasonable opportunity to bid at any such sale. Upon such taking possession or withdrawal or lease or sale of the Collateral, the Borrower shall cease to have any rights and remedies in respect of the Collateral hereunder, and all such rights and remedies shall be deemed thenceforth to have been waived and surrendered by the Borrower. No such taking possession, withdrawal, lease or sale of the Collateral by the Lender shall be a bar to the recovery by the Lender from the Borrower of amounts then or thereafter due and payable, and the Borrower shall be and remain liable for the same until such sums shall have been realized which, when added to the proceeds of the lease or sale of the Collateral, shall be sufficient for the discharge and payment in full of all of the Notes. (c) Notwithstanding anything to the contrary contained in this AssignmentSection 8.2, after the occurrence and during continuation of an Event of Default all remedies exercised under Mexican law with respect to Units located in Mexico shall be exercised pursuant to the terms and conditions of the Pledge Agreement.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event Events of Default, without further notice or demand on the Assignor, without regard : Bank may terminate this Agreement and any obligations of Bank to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or Borrower under any other lien agreement, document or security interest granted by the Loan Documents: (a) The Assignee instrument and may declare the unpaid balance Obligations, notwithstanding any provisions thereof, without demand or notice of the principal sum of the Note, together with all accrued and unpaid interest thereonany kind, immediately due and payable. (b) The Assignee may enter upon and take possession of , whereupon the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee Obligations shall become immediately due and payable and may be collected forthwith; Bank shall have the right to take immediate possession of the Collateral without notice or resort to legal process and without demand or notice of any kind to set off and deduct the outstanding balance of the Obligations from sums, if any, which now or hereafter may be owing by Bank to Borrower; and Bank may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and other applicable law. Borrower agrees to pay all costs of Bank of collection of the Obligations and enforcement of rights hereunder, and, if collected by or through an attorney, fifteen percent (15%) of the unpaid Obligations as attorneys' fees and also other legal and court expenses. Notwithstanding anything stated to the contrary in this Agreement or in any other instrument evidencing, securing, or otherwise relating to the Obligations, prior to the occurrence of any NONMONETARY Event of Default and the exercise of any remedy granted in the Loan Documents following a NONMONETARY Event of Default, including, without limitation the right to accelerate the maturity of the indebtedness evidenced by the Assignor with interest thereon until paid at the Default Rate Note and shall be secured by this Assignmentany Security Instrument, both of the following two (2) conditions shall have been satisfied: (a) Borrower shall have received written notice of any event or condition which, if not cured, will give rise to a NONMONETARY Event of Default ("default condition") hereunder, which notice shall specify the default condition which will result in a NONMONETARY Event of Default and set forth the requirements to cure such default condition; and (b) Borrower shall have failed to cure such default condition within ten (10) days following the receipt of said written notice; PROVIDED, HOWEVER, THAT NO SUCH NOTICE SHALL BE REQUIRED AS TO ANY MONETARY EVENT OF DEFAULT.

Rights and Remedies Upon Default. At (i) In addition to all other rights and remedies granted to it under this the Note and under any time upon other instrument or following agreement securing, evidencing or relating to any of the occurrence and during the continuance of Obligations, if any Event of DefaultDefault shall have occurred and be continuing, the Assignee, at its option, Holders may exercise any one or more of the following all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Obligor expressly agrees that in any such event Holders, without demand of performance or other demand, advertisement or notice of any obligation kind to or upon Obligor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Obligor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Obligor or any other Person notice and opportunity for a hearing on Holders’ claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor part thereof, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Holders shall have the Note from right upon any obligation, and with or without bringing any action or proceeding such sales to foreclose purchase the Mortgage whole or any other lien part of said Collateral so sold, free of any right or security interest granted by the Loan Documents: (a) The Assignee equity of redemption, which equity of redemption Obligor hereby releases. Such sales may declare the unpaid balance of the principal sum of the Note, together with all accrued be adjourned and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make continued from time to time all alterations, renovations, repairs with or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properwithout notice. (cii) The Assignee may either with Holders shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or without taking possession sale to the Obligations as provided in this Note, and only after so paying over such net proceeds, and after the payment by Holders of any other amount required by any provision of law, need Holders account for the surplus, if any, to Obligor. To the maximum extent permitted by applicable law, Obligor waives all claims, damages, and demands against Holders arising out of the Premisesrepossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Holders as finally determined by a court of competent jurisdiction. Obligor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Holders to collect such deficiency. (iii) Obligor hereby waives presentment, demand, ▇▇▇ forprotest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Note or any Collateral. Annex 1-13 (iv) The Holders shall not be required to make any demand upon, settleor pursue or exhaust any of their rights or remedies against, compromiseObligor, collectany other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. The Holders shall not be required to marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and give acquittances for all rentsof its and their rights hereunder shall be cumulative. To the extent it may lawfully do so, issuesObligor absolutely and irrevocably waives and relinquishes the benefit and advantage of, income and profits of covenants not to assert against Holders, any valuation, stay, appraisement, extension, redemption or similar laws and from the Premises and pursue all remedies for enforcement of the Leases any and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the tenants sale of any Collateral made under the Leases to pay all rents and other amounts payable judgment, order or decree of any court, or privately under the Leases to the Assignee, without proof power of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured sale conferred by this AssignmentNote, or otherwise.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of a Default, the Assignee, at its option, may exercise any one or more of the following CPC shall have all rights and remedies of a secured party under the UCC and other applicable law as well as all the rights and remedies set forth in this Agreement. CPC may terminate any obligations it has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Indebtedness immediately due and payable without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard demand. Resellers waive notice of intent to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligationaccelerate, and of acceleration of Indebtedness. CPC may enter any premises of either Reseller, with or without bringing any action or proceeding process of law, without force, to foreclose search for, take possession of, and remove the Mortgage Collateral, or any other lien part thereof. If CPC requests, Resellers shall cease disposition of and shall assemble the Collateral and make it available to CPC, at Resellers’ expense, at a convenient place or security interest granted places designated by the Loan Documents: (a) The Assignee CPC. CPC may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the PremisesCollateral or any part thereof on either Reseller’s premises at Resellers’ expense, and store said Collateral upon either in person Reseller’s premises pending sale or other disposition. Upon the voluntary surrender of the Collateral to CPC or upon foreclosure of the Collateral by agent CPC, Resellers agree that the sale of Inventory by CPC to a Person who is liable to CPC under an agreement to repurchase inventory (a “Repurchase Agreement”) shall not be deemed to be a transfer subject to UCC §9-618(a) or any similar provision of any other applicable law, and Resellers waive any provision of such laws to that effect. Resellers agree that the repurchase of Inventory by a receiver appointed Vendor pursuant to a Repurchase Agreement shall be deemed a commercially reasonable method of disposition. Resellers shall be liable to CPC for any deficiency resulting from CPC’s disposition, including without limitation a repurchase by a courtVendor pursuant to a Repurchase Agreement, regardless of any subsequent disposition thereof. Resellers are not a beneficiary of, and havehave no right to require CPC to enforce, holdany Repurchase Agreement. Any notice of a disposition shall be deemed reasonably and properly given if sent to Reseller Agent at least 10 days before such disposition. All of CPC’s rights and remedies shall be cumulative. At CPC’s request, manageor without request in the event of an Automatic Default, lease and operate Resellers shall pay all Vendor Credits to CPC as soon as the same on such terms and are received for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper application to the AssigneeIndebtedness. Resellers authorize CPC to collect Vendor Credits directly from Vendors and, to makeupon request of CPC, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases instruct Vendors to pay all rents CPC directly. Resellers irrevocably waive any requirement that CPC retain possession and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment. CPC’s election to extend or not extend credit to either Reseller is solely at CPC’s discretion and does not depend on the absence or existence of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneea Default. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable, and in the event of the occurrence of certain Events of Default under the Loan Agreement, the Note shall automatically become due and payable immediately as provided in the Loan Agreement. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ sue for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At 6.1 If any time upon Event of Default shall occur and be continuing, Bank may exercise in addition to all other rights and remedies granted to it under this IP Security Agreement and under any other instrument or following agreement securing, evidencing or relating to the occurrence Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event, and during the continuance existence and continuation of an Event of Default, Bank, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith maintain, collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof (consistent with any enforceable restrictions in Licenses to Grantor), in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any of Bank’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Bank shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. During the period of any Event of Default, all use of the AssigneeTrademarks by Grantor shall inure to the benefit of Bank. Bank shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6.4 hereof, Grantor remaining liable for any deficiency remaining unpaid after such application, and to the extent required by the UCC, only after so paying over such net proceeds and after the payment by Bank of any other amount required by any provision of law, need Bank account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Bank arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Bank. Grantor agrees that Bank need not give more than ten (10) days’ notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at its option, may exercise any one or more address set forth on the signature page hereof) of the following time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Bank is entitled, Grantor also being liable for the reasonable fees of any attorneys employed by Bank to collect such deficiency. 6.2 Grantor also agrees, to pay all documented fees, costs and expenses of Bank, including, without limitation, reasonable attorneys’ fees, reasonably incurred in connection with the enforcement of any of its rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payablehereunder. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises6.3 Grantor hereby waives presentment, demand, ▇▇▇ forprotest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this IP Security Agreement or any Collateral. 6.4 The proceeds of any sale, settle, compromise, collect, and give acquittances for disposition or other realization upon all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement or any part of the Leases Collateral shall be distributed by Bank in the following order of priorities: FIRST, to Bank in an amount sufficient to pay in full the reasonable costs of Bank in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and all the lessor’s rights therein and thereunder. This Assignment shall constitute advances reasonably incurred or made by Bank in connection therewith, including, without limitation, reasonable attorneys’ fees; SECOND, to Bank in an authorization and direction amount equal to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.then unpaid Secured Obligations; and

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence and during the continuance of any an Event of DefaultDefault hereunder (and in addition to all of its other rights, powers, and remedies under this Agreement), the AssigneeSeller may, at its option, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured herebyPurchaser, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, Purchaser's Liabilities to be immediately due and payable. The occurrence or non-occurrence of an Event of Default shall in no manner impair the ability of the Seller to demand payment of any portion of the Purchaser's Liabilities which are payable on demand. The Seller shall have all of the rights and remedies of a secured party under the Uniform Commercial Code and other applicable law in the State of Georgia. Upon the occurrence of an Event of Default hereunder, the Purchaser, upon demand by the Seller, shall assemble the Collateral and make it available to the Seller at a place designated by the Seller which is mutually convenient to both parties. Upon the occurrence of an Event of Default hereunder, the Seller or its agents may enter upon the Purchaser's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it, all without judicial process or proceedings. (b) The Assignee may enter upon and take possession Any written notice of the Premisessale, either in person disposition, or other intended action by agent the Seller with respect to the Collateral which is required by applicable laws and is sent by certified mail, postage prepaid, to the Purchaser at the address of the Purchaser's chief executive office specified below, or by a receiver appointed by a court, and have, hold, manage, lease and operate such other address of the same on such terms and for such period of time as the Assignee Purchaser which may deem necessary or proper, with full power to make from time to time all alterationsbe shown on the Seller's records, renovationsat least five (5) days prior to such sale, repairs disposition, or replacements thereto or thereof as may seem proper other action, shall constitute reasonable notice to the AssigneePurchaser. The Purchaser shall pay on demand all costs and expenses, to makeincluding, enforcewithout limitation, modify reasonable attorneys' fees and accept expenses, incurred by or on behalf of the surrender of Leases, to obtain and evict tenants, to fix or modify rentsSeller (i) in enforcing the Purchaser's Liabilities, and to do any (ii) in connection with the taking, holding, preparing for sale or other act which the Assignee deems necessary disposition, selling, managing, collecting, or proper. (c) The Assignee may either with or without taking possession otherwise disposing of the PremisesCollateral. All of such costs and expenses (collectively, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits the "Liquidation Costs") together with interest thereon at a simple per annum rate of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction interest which is equal to the tenants under then highest rate of interest charged on the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance principal of any of the covenantsPurchaser's Liabilities, termsplus one percent (1%) per annum (but in no event higher than the maximum interest rate permitted by law), conditions and agreements contained from the date of payment until repaid in the Leases to full, shall be observed or performed paid by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices Purchaser to the tenants under Seller on demand and shall constitute and become a part of the Leases to thereafter pay all such rents and Purchaser's Liabilities secured hereby. Any proceeds of sale or other amounts disposition of the Collateral will be applied by the Seller to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner Liquidation Costs and to such extent as the Assignee may deem necessaryExpense Payments, and any amount so paid balance of such proceeds will be applied by the Assignee shall become immediately due Seller to the payment of the remaining Purchaser's Liabilities in such order and payable by manner of application as the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentSeller may from time to time in its sole discretion determine.

Rights and Remedies Upon Default. At (a) Subject to the rights of any time upon or following senior secured creditors to the Debtors existing on the date hereof and disclosed on the Disclosure Schedules hereto, during the occurrence and during the continuance of any Event of Default, the AssigneeSecured Lender shall have the right to exercise all of the remedies conferred hereunder and under the Transaction Documents, at its optionand the Secured Lender shall have all the rights and remedies of a secured party under the UCC. Subject to the rights of any senior secured creditors to the Debtors existing on the date hereof and disclosed on the Disclosure Schedules hereto, may exercise any one or more of without limitation, the Secured Lender shall have the following rights and remedies without powers: (i) Subject to the rights of any obligation senior secured creditors to do sothe Debtors existing on the date hereof and disclosed on the Disclosure Schedules hereto, the Secured Lender shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor shall assemble the Collateral and make it available to the Secured Lender at places which the Secured Lender shall reasonably select, whether at such Debtor’s premises or elsewhere, and make available to the Secured Lender, without rent, all of such Debtor’s respective premises and facilities for the purpose of the Secured Lender taking possession of, removing or putting the Collateral in saleable or disposable form. (ii) Upon notice to the Debtors by Secured Lender, all rights of each Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, the Secured Lender shall have the right to receive any way waiving such Event interest, cash dividends or other payments on the Collateral and, at the option of DefaultSecured Lender, to exercise in the Secured Lender’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, the Secured Lender shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including, without further notice limitation, to vote and/or to exchange, at its sole discretion, any or demand on the Assignor, without regard to the adequacy all of the security for Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the obligations secured hereby, without releasing the Assignor Collateral or any guarantor Debtor or any of its direct or indirect subsidiaries. (iii) The Secured Lender shall, subject to applicable law, have the right to operate the business of each Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Note from any obligationCollateral, and at public or private sale or otherwise, either with or without bringing special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Lender may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to any action Debtor or proceeding right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Lender may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and released. (iv) The Secured Lender shall have the right (but not the obligation) to foreclose notify any account debtors and any obligors under instruments or accounts to make payments directly to the Mortgage Secured Lender, on behalf of the Secured Lender, and to enforce the Debtors’ rights against such account debtors and obligors. (v) The Secured Lender may (but is not obligated to) direct any financial intermediary or any other lien person or security interest granted by entity holding any investment property to transfer the Loan Documents:same to the Secured Lender or its designee. (avi) The Assignee Secured Lender may declare (but is not obligated to) transfer any or all Intellectual Property registered in the unpaid balance name of any Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the principal sum Secured Lender or any designee or any purchaser of the Note, together with all accrued and unpaid interest thereon, immediately due and payableany Collateral. (b) The Assignee Secured Lender shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Secured Lender may enter upon sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Secured Lender sells any of the Collateral on credit, the Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor waives (except as shall be required by applicable statute and cannot be waived) any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Lender’s rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, Collateral and to do any other act which the Assignee deems necessary or properexercise its rights and remedies with respect thereto. (c) The Assignee may either with For the purpose of enabling the Secured Lender to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or applicable law, each Debtor hereby grants to the Secured Lender an irrevocable, nonexclusive license (exercisable without taking possession payment of royalty or other compensation to such Debtor) to use, license or sublicense during the Premisesoccurrence of an Event of Default, demand, ▇▇▇ for, settle, compromise, collectany Intellectual Property now owned or hereafter acquired by such Debtor, and give acquittances for wherever the same may be located, and including in such license access to all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of media in which any of the covenants, terms, conditions and agreements contained in the Leases to licensed items may be observed recorded or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner stored and to such extent as all computer software and programs used for the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmentcompilation or printout thereof.

Rights and Remedies Upon Default. At any If an event of default occurs, Landlord shall be entitled to take such action as it deems advisable, from time upon or following the occurrence and during the continuance of any Event of Defaultto time, the Assignee, at its option, may exercise under any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event provisions of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentsthis Section 19.02: (a) The Assignee Landlord may declare proceed as it deems advisable, at law or in equity, to enforce the unpaid balance provisions of this Lease or to collect damages for the principal sum of the Notebreach thereof, together with all accrued and unpaid interest thereon, immediately due and payable.or both; (b) The Assignee Landlord may enter upon notify Tenant that this Lease shall terminate on a date specified in the notice, 9 and take possession this Lease shall terminate on the date so specified but, notwithstanding such termination, Tenant's liability for its failure to comply with any provision of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper.this Lease shall continue; (c) The Assignee Landlord may either with re-enter the Premises and any improvements located thereon, may repossess itself (by summary proceedings, ejectment or without taking possession of otherwise), may dispossess Tenant, and may remove Tenant from the Premises, demand, ▇▇▇ for, settle, compromise, collectwithout further notice to Tenant; and Tenant waives any right to the service of any notice of Landlord's intention to re-enter provided for by any present or future law, and give acquittances for all rents, issues, income and profits of and from any right to re-enter the Premises and pursue all remedies for enforcement or restore the operation of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.this Lease; (d) The Assignee Landlord may make any payment relet the Premises, as a whole or do any act required herein in part, for such term or terms (which may be greater or less than the period which would have constituted the balance of the Assignor Term if the Lease had not been terminated) and on such conditions (which may include concessions or free rent) as Landlord determines; but Landlord shall be under no duty to relet the premises or to collect any rent in connection with any reletting. Any expenses of reletting the Premises such manner as brokers' fees, advertising, decorating, repairs, replacements and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee alterations shall become immediately due and be payable by Tenant as Additional Rent; (e) The Landlord may remove any subtenant of the Assignor with interest thereon until paid Tenant from the Premises, or at Landlord's election, may take over any or all subleases and collect the rent and other charges due under any subleases; (f) Landlord may take possession of any property, equipment or fixtures of Tenant in or at the Default Rate Premises and shall be secured by this Assignment.sell same at public or private sale and apply the proceeds of such sale, less the expenses, to any amounts then or thereafter due Landlord hereunder;

Rights and Remedies Upon Default. At any If an event of default occurs, Landlord shall be entitled to take such action as it deems advisable, from time upon or following the occurrence and during the continuance of any Event of Defaultto time, the Assignee, at its option, may exercise under any one or more of the following rights provisions of this Section 22.2. (a) Landlord may proceed as it deems advisable, at law or in equity, to enforce the provisions of this Lease or to collect damages for the breach thereof, or both; (b) Landlord may notify Tenant that this Lease shall terminate on a date specified in the notice, and remedies without this Lease shall terminate on the date so specified; notwithstanding such termination, Tenant's liability for its failure to comply with any obligation to do soprovision of this Lease shall continue; (c) Landlord may re-enter the Premises and any improvements located thereon, without in any way waiving such Event of Defaultmay repossess itself (by summary proceedings, ejectment or other legal proceedings), may dispossess Tenant, and may remove Tenant from the Premises, without further notice or demand on the Assignor, without regard to Tenant; and Tenant waives any right to the adequacy service of the security any notice of Landlord's intention to re-enter provided for the obligations secured hereby, without releasing the Assignor by any present or any guarantor of the Note from any obligationfuture law, and with or without bringing any action or proceeding right to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may re-enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement or restore the operation of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.this Lease; (d) The Assignee Landlord may make any payment relet the Premises, as a whole or do any act required herein in part, for such term or terms (which may be greater or less than the period which would have constituted the balance of the Assignor Term if the Lease had not been terminated) and on such conditions (which may include concessions or free rent) as Landlord determines; but Landlord shall be under no duty to relet the Premises or to collect any rent in connection with any reletting. Any expenses of reletting the Premises such manner as brokers' fees, advertising, decorating, repairs, replacements and alterations shall be payable by Tenant as Additional Rent; (e) The Landlord may remove any subtenant of the Tenant from the Premises, or at Landlord's election, may take over any or all subleases and collect the rent and other charges due under any subleases; (f) Landlord may take possession of any property, equipment or fixtures of Tenant in or at the Premises and sell same at public or private sale and apply the proceeds of such sale, less the expenses, to such extent any amounts then or thereafter due Landlord hereunder; (g) Tenant shall pay Landlord as the Assignee may deem necessaryAdditional Rent, all reasonable attorney's fees and any amount so paid court costs incurred by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentLandlord in enforcing its rights hereunder.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence and during the continuance of any Event of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a), shall have all rights and remedies of a secured party under the AssigneeUCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Upon the occurrence of a Default, Agent may, and at its option, the direction of the Required Lenders shall: (i) terminate any obligations Agent or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand; (ii) exercise control over any Deposit Accounts (as defined in Article 9 of the Illinois Uniform Commercial Code) included in the Collateral and apply any balances on deposit therein to the Obligations in such order and amount as Agent may exercise elect; (iii) enter any premises of any one or more of the following rights and remedies Dealers, with or without any obligation to do soprocess of law, without in force, to search for, take possession of, and remove the Collateral, or any way waiving such Event part thereof; (iv) take possession of Defaultthe Collateral or any part thereof on any one or more of Dealers’ premises and cause it to remain there at Dealers’ expense, without further notice pending sale or demand on other disposition; (v) apply the AssignorDefault Rate, without regard to whether Agent has accelerated any Obligations, and without notice to Dealers. Second Amended and Restated Inventory Financing Agreement 19 KCP-4616003-20 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. If Agent requests, each Dealer shall cease disposition of and shall assemble the adequacy Collateral and make it available to Agent, at Dealers’ expense, at a convenient place or places designated by Agent. Each Dealer agrees that the sale of inventory by Agent to a Person who is liable to Agent under a guaranty, endorsement, repurchase agreement or the security for the obligations secured hereby, without releasing the Assignor like shall not be deemed to be a transfer subject to UCC §9-618 or any guarantor similar provision of the Note from any obligationother applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Agent for any deficiency resulting from Agent’s disposition of any Collateral, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, nor has any right to require Agent to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to a Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent may perform the same in any form or without bringing any action manner Agent in its reasonable discretion deems necessary or proceeding to foreclose the Mortgage or any other lien or security interest granted desirable, and all monies paid by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued Agent in connection therewith shall be additional Obligations and unpaid interest thereon, shall be immediately due and payablepayable without notice together with interest payable on demand at the Default Rate. All of Agent’s rights and remedies shall be cumulative. At Agent’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent to collect such amounts directly from Vendors and, upon request of Agent, shall instruct Vendors to pay Agent directly. Each Dealer irrevocably waives any requirement that Agent retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. During the continuation of a Default, Agent’s election to make or not make a Loan to a Dealer is solely at Agent’s discretion. (b) The Assignee may enter upon and take possession All Collections received by Agent after acceleration, a Default (including, without limitation, a Payment Default or a Specified Default) or demand for payment of all of the PremisesObligations, either in person connection with any workout of the Obligations including any forbearance arrangement, or after the initiation by agent or against any Dealer of a bankruptcy or other insolvency proceeding or other proceedings for collection of the Obligations, whether received pursuant to such demand or as a result of legal proceedings against any Dealer or through payment by a receiver appointed by a courtor action against any other Person in any way liable for the Obligations, and haveshall be applied, hold, manage, lease and operate so far as the same on such terms and for such period of time as will reach, in the Assignee may deem necessary or properfollowing order: (i) First, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assigneecosts and expenses, including attorneys’ fees, incurred solely by Agent in effecting such recovery, in enforcing any right or remedy under the Loan Documents, or in any way related to the Loans, the Outstandings, the Loan Documents, this Agreement, the Future Advances, Open Approvals or Collections; (ii) Second, to makeaccrued interest, enforce, modify and accept ratably in accordance with each Lender’s respective Ratable Share of such interest being calculated at the surrender of Leasesinterests rates set forth in Section 2(a)(vi) hereof; and (iii) Third, to obtain and evict tenantsunpaid principal, to fix or modify rentsratably in accordance with each Lender’s Ratable Share, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and subject to such extent as the Assignee may deem necessary, and any amount so paid Lender’s obligation to fund Loans made by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentAgent based upon financed Invoices related to Open Approvals.

Rights and Remedies Upon Default. At Upon or at any time upon or following after the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the events of default specified in paragraph 4 hereof, the Indebtedness may become immediately due and payable as set forth in the Loan Agreement, and Agent shall thereupon have and may exercise from time to time any and all rights and remedies afforded to a secured party under the UCC, together with every right and remedy available to Agent under any other applicable law. In addition to, and without limiting the generality of the foregoing, Agent shall have the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentsremedies: (a) The Assignee may declare the unpaid balance right at any time to notify any account debtor on any Collateral to make all payments owing to any or all of the principal sum of Debtors directly to Agent for application to the Note, together with Indebtedness and to collect all accrued and unpaid interest thereon, immediately due and payable.amounts owing from any such account debtor; (b) The Assignee may enter upon and take possession right at any time or times, without advertisement or publication (unless required by law), to sell, lease or otherwise dispose of any or all of the PremisesCollateral at public or private sale, either for cash, upon credit or upon such other terms as Agent deems advisable in person its sole discretion, or by agent otherwise to realize upon the whole or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterationsany part of the Collateral in which Agent shall have a security interest hereunder, renovations, repairs Debtors remaining liable for any deficiency. Agent or replacements thereto or thereof as any Lender may seem proper to bid and be the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do purchaser at any other act which the Assignee deems necessary or proper.such sale if permitted by law; (c) The Assignee may either with right to conduct any such sales of Collateral on any Debtor's premises or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, elsewhere and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of right to use any Debtor's premises without charge for such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.time or times as Agent may see fit; (d) The Assignee right to require each Debtor, at such Debtor's expense, to assemble its respective Collateral and make it available to Agent at a place reasonably convenient to both parties. Alternatively, Agent may make peaceably by its own means or with judicial assistance enter each Debtor's premises and take possession of its respective Collateral or dispose of such Collateral on such Debtor's premises without resistance or interference by such Debtor; (e) The right to incur reasonable attorney's fees and expenses in exercising any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessaryrights, remedies, powers or privileges provided hereunder, and the right (but not the obligation) to pay, satisfy and discharge, or to bond, deposit or indemnify against, any amount so paid by tax or other lien which in the Assignee opinion of Agent or its counsel may in any manner or to any extent be a lien upon any of the Collateral, all of which fees, payments and expenses shall become immediately due part of Agent's expenses of retaking, holding, preparing for sale and payable by the Assignor with interest thereon until paid at the Default Rate like, and shall be secured added to and become a part of the principal amount of the Indebtedness; and (f) The right to apply the proceeds realized from any collection, sale, lease or other disposition of any of the Collateral first to the costs, expenses and attorneys' fees incurred by this AssignmentAgent in the collection of any Indebtedness or in connection with the repossession, preparation for sale, protection, removal, storage, sale and delivery of the Collateral; second, to interest due upon the principal amount of the Indebtedness; and third, to the principal amount of the Indebtedness. If any deficiency shall arise, each Debtor shall remain bound and liable to Agent therefor. Agent shall not be liable or responsible to any Debtor in any way for the safeguarding of any of the Collateral, for any loss or damage thereto (except for reasonable care required while any Collateral is in Agent's actual possession), for any diminution in the value thereof, or for any act or default of any carrier, warehouseman, forwarding agency, or other person whomsoever, but the same shall be at all times at each Debtor's risk. All rights, remedies, powers, and privileges of Agent and Lenders hereunder are cumulative and not alternative, and may be exercised concurrently or seriatim, and are in addition to and not in lieu of any other rights of Agent or Lenders at law, in equity, under statute or under any other agreement with any or all of the Debtors.

Rights and Remedies Upon Default. At any time upon or following a. Upon the occurrence and during the continuance of any Event default or event of Defaultdefault under the terms and conditions of this Assignment, the AssigneeAgency Deed of Trust, at its optionthe Agency Note, may exercise the OPA or any one other Agency Loan document, the Agency shall be deemed to be the creditor of each Lessee in respect of any assignments for the benefit of creditors and any bankruptcy, arrangement, reorganization, insolvency, dissolution, receivership, or more other debtor relief proceedings affecting such Lessee, without obligation on the part of the Agency, however, to file timely claims in such proceedings or otherwise pursue creditor’s rights therein. . Subject to the rights of any Senior Lender, Borrower hereby grants to the Agency the following rights: b. The Agency shall have the right to assign Borrower’s right, title, and interest in the Leases to any subsequent holder of the Agency Deed of Trust or any participating interest therein or to any person acquiring title to all or any part of the Premises through foreclosure or otherwise. Any such subsequent holder shall have all the rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard powers herein provided to the adequacy Agency. c. The Agency shall have the right (but not the obligation), upon the occurrence of any default or event of default under the security for terms and conditions of this Assignment, the obligations secured herebyAgency Deed of Trust, without releasing the Assignor Agency Note, the OPA or any guarantor of other Agency Loan document, to take any action as the Note from any obligationAgency may deem necessary or appropriate to protect its security, and with or without bringing including but not limited to appearing in any action or proceeding and performing any obligations of the lessor under any Lease. Borrower agrees to foreclose pay, on demand, all costs and expenses, including without limitation reasonable attorneys’ fees and court costs incurred by the Mortgage Agency in connection therewith, together with interest thereon at the highest rate of interest permitted by law per annum. d. Upon the occurrence of any default or event of default beyond any applicable notice-and-cure-period under the terms and conditions of this Assignment, the Agency Deed of Trust, the Agency Note, the OPA or any other lien Agency Loan document, and without notice to or security interest granted consent of Borrower, the Agency shall have the following rights (none of which shall be construed to be obligations of the Agency): i. The Agency shall have the right under this Assignment to use and possess, without rental or charge, the fixtures, equipment, and personal property of Borrower located in or on the Premises and used in the operation or occupancy thereof. The Agency shall have the right to apply any of the Rents and Profits to pay installments due for personal property rented or purchased on credit, insurance premiums on personal property, or other charges relating to personal property in or on the Premises. However, this Assignment shall not make the Agency responsible for the control, care, management, or repair of the Premises or any personal property or for the carrying out of any of the terms or provisions of any Lease. ii. The Agency shall have the right to apply the Rents and Profits and any sums recovered by the Loan Documents: (a) The Assignee may declare Agency hereunder to the unpaid balance outstanding Indebtedness, as well as to charges for taxes, insurance, improvements, maintenance, and other items relating to the operation of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payablePremises. (b) iii. The Assignee may enter upon and Agency shall have the right to take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease manage and operate the same on such terms Premises and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rentsBorrower’s business thereon, and to do any other act which take possession of and use all books of account and financial records of Borrower and its property managers or representatives relating to the Assignee deems necessary or properPremises. (c) iv. The Assignee may either with or without taking possession Agency shall have the right to execute new Leases of any part of the Premises, demandincluding Leases that extend beyond the term of the Agency Deed of Trust. v. The Agency shall have the right to cancel or alter any existing Leases, ▇▇▇ forsubject to the terms of the Leases, settle, compromise, collectany laws affecting the Leases, and give acquittances for any restrictions on the Property. vi. The Agency shall have the irrevocable authority, as Borrower’s attorney-in-fact, such authority being coupled with an interest, to sign the name of Borrower and to bind Borrower on all rentspapers and documents relating to the operation, issues, income leasing and profits of and from the Premises and pursue all remedies for enforcement maintenance of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any Premises. e. All of the covenants, terms, conditions foregoing rights and agreements contained in remedies of the Leases to be observed or performed by the tenants thereunderAgency are cumulative, and the Assignor Agency also shall facilitate in have upon the occurrence of any such default or event of default all reasonable ways the Assignee’s collection of such rents, issues, income other rights and profits, and upon request will execute written notices to the tenants remedies provided under the Leases to thereafter pay all such rents Agency Note, the Agency Deed of Trust, the OPA or any other Agency Loan document or other agreement between Borrower and other amounts to the Assignee. (d) The Assignee may make any payment Agency or do any act required herein between Borrower and the Agency, or otherwise available at law or in equity or by statute. Failure of the Assignor in such manner and Agency to such extent as the Assignee may deem necessaryavail itself of any terms, and covenants, or conditions of this Assignment for any amount so paid by the Assignee period of time or for any reason shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmentnot constitute a waiver thereof.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence and during the continuance continuation of any Event of DefaultDefault (as defined in the Note) or any material default by the Company of any of the provisions hereof or breach of any representation or warranty of the Company contained herein, the AssigneeSecured Creditor shall have, at its option, may exercise any one or more of the following in addition to all other rights and remedies without provided by law, all of the rights and remedies of a secured creditor under the UCC. The Secured Creditor shall have the specific right to demand that the Company return the Collateral, at the Company’s expense, to the Secured Creditor within ten days of notice of any obligation to do so, without in any way waiving such Event of Default, without further notice Default or demand on breach so that the Assignor, without regard to the adequacy of the security for the obligations Secured Creditor may exercise its rights as a secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payablecreditor. (b) The Assignee may enter upon In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Secured Creditor is legally entitled, the Company shall be liable for the deficiency, together with interest thereon at the Default Rate (as defined in the Note), together with the costs of collection and take possession the fees, charges and disbursements of counsel to the extent required to be paid in accordance with the Note. Any surplus remaining after the full payment and satisfaction of the PremisesSecured Indebtedness shall be returned, either in person or by agent or by a receiver appointed by a courtreasonably prompt fashion, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, Company or to make, enforce, modify and accept the surrender whomsoever a court of Leases, competent jurisdiction shall determine to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properbe entitled thereto. (c) The Assignee may either with Failure by the Secured Creditor or without taking possession the holders of the PremisesSecured Indebtedness to exercise any right, demandremedy or option under this Agreement, ▇▇▇ forany other Loan Document (as defined in the Note), settleany other document relating to the Secured Indebtedness, compromiseor as provided by applicable law, collect, and give acquittances for all rents, issues, income and profits of and from or any delay by the Premises and pursue all remedies for enforcement Secured Creditor or the holders of the Leases Secured Indebtedness in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction then only to the tenants extent specifically stated. To the extent permitted by applicable law, neither the Secured Creditor nor any of its agents shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Secured Creditor under the Leases to pay all rents this Agreement shall be cumulative and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance not exclusive of any of other right or remedy which the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the AssigneeSecured Creditor may have. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence of a Default, CDF shall have all rights and during remedies of a secured party under the continuance UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Upon the occurrence of a Default, CDF may terminate any obligations it has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Event Obligations. Upon the occurrence of a Default, the Assignee, at its option, CDF may exercise control over any Deposit Accounts (as defined in Article 9 of the Illinois Uniform Commercial Code) included in the Collateral and apply any balances on deposit therein to the Obligations in such order and amount as CDF may elect. Upon the occurrence of a Default, CDF may enter any premises of any one or more of the following rights and remedies without any obligation to do soDealers, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding process of law, without force, to foreclose search for, take possession of, and remove the Mortgage Collateral, or any other lien part thereof. Upon the occurrence of a Default, if CDF requests, each Dealer shall cease disposition of and shall assemble the Collateral and make it available to CDF, at Dealers’ expense, at a convenient place or security interest granted places designated by CDF. Upon the Loan Documents: (a) The Assignee occurrence of a Default, CDF may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the PremisesCollateral or any part thereof on any one or more of Dealers’ premises and cause it to remain there at Dealers’ expense, either in pending sale or other disposition. Each Dealer agrees that the sale of inventory by CDF to a person who is liable to CDF under a guaranty, endorsement, repurchase agreement or by agent the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a receiver appointed Vendor pursuant to a repurchase agreement with CDF shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to CDF for any deficiency resulting from CDF’s disposition of any Collateral, including without limitation a repurchase by a courtVendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, nor has any right to require CDF to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and haveproperly given if given to a Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, hold, manage, lease and operate CDF may perform the same on such terms and for such period of time as the Assignee may deem necessary in any form or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee manner CDF in its reasonable discretion deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collectdesirable, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so monies paid by the Assignee CDF in connection therewith shall become be additional Obligations and shall be immediately due and payable by the Assignor without notice together with interest thereon until paid payable on demand at the Default Rate Rate. All of CDF’s rights and remedies shall be secured by this Assignmentcumulative. At CDF’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to CDF as soon as the same are received for application to the Obligations. Each Dealer authorizes CDF to collect such amounts directly from Vendors and, upon request of CDF, shall instruct Vendors to pay CDF directly. Each Dealer irrevocably waives any requirement that CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. During the Inventory Financing Agreement continuation of a Default, CDF’s election to extend or not extend credit to a Dealer is solely at CDF’s discretion. If a Default is in effect, and without regard to whether CDF has accelerated any Obligations, CDF may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the to Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor Guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare Exercise any right under the unpaid balance of Note or the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable.Loan Documents; (b) The Assignee may enter Enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all reasonable alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper.; (c) The Assignee may either Either with or without taking possession of the Premises, demand, sue ▇▇▇ for▇, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s 's rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s 's collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.; and (d) The Assignee may make Make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following Upon and after the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the Events of Default specified herein, Lender shall receive all proceeds of the Collateral and apply such proceeds as set forth in the paragraph hereof captioned "Application of Proceeds of Collateral", subject to the requirements of the applicable Lease as described in Section 5 above. The Debtor hereby constitutes and appoints the Lender as its attorney-in-fact, which appointment shall be irrevocable and coupled with an interest, to execute in the name of and on behalf of Debtor all documents and instruments necessary or desirable to cause the issuer of the applicable Letter of Credit to pay in accordance with the terms and provisions of the applicable Letter of Credit. In addition, at the option of Lender, and without any notice to or demand upon Debtor or Borrower of any kind, all Liabilities shall become immediately due and payable, and Lender shall thereupon also have any and all rights and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the applicable jurisdiction, together with every right and remedy available to Lender under any other applicable law and under this Agreement. In addition to, and without limiting the generality of the foregoing, Lender shall have the following rights and remedies without upon and after any obligation to do sosuch occurrence and acceleration, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard subject to the adequacy requirements of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsLease as described in Section 4 above: (a) The Assignee may declare the unpaid balance right at any time or times, without advertisement or publication (unless required by law), to sell, lease or otherwise dispose of any or all of the principal sum Collateral at public or private sale, for cash, upon credit or upon such other terms as Lender deems advisable in its sole discretion, or otherwise to realize upon the whole or from time to time any part of the NoteCollateral in which Lender shall have a security interest hereunder, together Borrower remaining liable for any deficiency; provided, however, that any such remedy taken with all accrued respect to the Letter of Credit shall be subject to the terms of the Lease. Lender may bid and unpaid interest thereon, immediately due and payable.be the purchaser at any such sale if permitted by law; and (b) The Assignee may enter upon right to incur reasonable attorney's fees and take possession of the Premises, either expenses in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of exercising any of the covenantsrights, termsremedies, conditions and agreements contained in the Leases to be observed powers or performed by the tenants thereunderprivileges provided hereunder, and the Assignor shall facilitate right (but not the obligation) to pay, satisfy and discharge, or to bond, deposit or indemnify against, any tax or other lien which in all reasonable ways the Assignee’s collection opinion of such rents, issues, income and profits, and Lender or its counsel may in any manner or to any extent be a lien upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner Collateral, all of which fees, payments and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee expenses shall become immediately due part of Lender's expenses of retaking, holding, preparing for sale and payable by the Assignor with interest thereon until paid at the Default Rate like, and shall be secured by this Assignmentadded to and become a part of the principal amount of the Liabilities.

Rights and Remedies Upon Default. At Upon the occurrence of an Event of Default and at any time upon or following the occurrence and during the continuance of any Event of Defaultthereafter, the Assignee, at its option, Lender may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentsremedies: (a) a. The Assignee Lender may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, unmatured Obligations to be immediately due and payable., and the same shall thereupon be immediately due and payable, without presentment or other notice or demand; (b) The Assignee b. Subject to the rights of the Obligors, the Lender may enter exercise and enforce any and all rights and remedies available upon and default to a secured party under the Uniform Commercial Code including, without limitation, the right to take possession of the PremisesCollateral, either in person or any evidence thereof, proceeding without judicial process or by agent judicial process (without a prior hearing or by a receiver appointed by a courtnotice thereof, which the Borrower hereby expressly waives) and have, hold, managethe right to sell, lease and operate the same on such terms and for such period or otherwise dispose of time as the Assignee may deem necessary any or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunderCollateral, and the Assignor Borrower agrees to make the Collateral available to the Lender at a place to be designated by the Lender which is reasonably convenient to both parties. If notice to the Borrower of any intended disposition of the Collateral or any other intended action is required by law in a particular instance, such notice shall facilitate in all be deemed commercially reasonable ways if given at least ten (10) calendar days prior to the Assignee’s collection date of such rents, issues, income and profitsintended disposition or other action; c. The Lender may request the Borrower to, and upon such request will execute written notices the Borrower will, assist the Lender in repossessing and selling the Equipment in compliance with all applicable laws and in accordance with the Repossession Agreement (this provision in no way limits the Lender's ability to use any other person or entity to repossess and sell the Equipment); d. Without notice or demand, the Lender may offset any indebtedness the Lender or any of its participants, successors or assigns then owes to the tenants under the Leases to thereafter pay all such rents and other amounts Borrower whether or not then due, against any Obligation then owed to the Assignee.Lender or any of its participants, successors or assigns by Borrower, whether or not then due; (d) e. The Assignee Lender may make any payment or do any act required herein exercise the recourse rights of the Assignor in such manner Borrower against the Obligor on any Contracts; and f. The Lender may exercise or enforce any and to such extent as all other rights or remedies available by law or agreement against the Assignee may deem necessaryCollateral, and against the Borrower or against any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmentother person or property.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance happening of any an Event of Default, the Assignee, at its option, may exercise any one or more of Sublessor shall have the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentsremedies: (a) The Assignee may declare in the unpaid balance case of an Event of Default which constitutes a default under the terms and conditions of the principal sum Headlease, the Sublessor shall have the right to re-enter and re-take possession of the NoteLeased Premises and terminate this Sublease if such default is not remedied within forty-five (45) days from receipt of written notice from the Sublessor or the Minister advising of the default or if the default is not reasonably capable of being cured in such time, together if the Sublessee fails to commence to cure the default within forty-five (45) days of receipt of the notice and to proceed to cure it with all accrued and unpaid interest thereon, immediately due and payable.diligence to completion; (b) The Assignee may in the case of an Event of Default which constitutes a default under the terms and conditions of the Headlease, the Sublessor shall have the right to re-enter upon and re-take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate Leased Premises for the purpose of re-leasing the same on as agent for the Sublessee if such terms default is not remedied within forty-five (45) days from receipt of written notice from the Sublessor or the Minister advising of the default or if the default is not reasonably capable of being cured in such time, if the Sublessee fails to commence to cure the default within forty-five (45) days of receipt of the notice and for to proceed to cure it with all due diligence to completion, in which event all money received by the Sublessor from such period re-leasing (but excluding any ongoing Rent from the date of time as the Assignee may deem necessary or properre-leasing) shall be applied, with full power to make from time to time all alterationsfirst, renovations, repairs or replacements thereto or thereof as may seem proper to the Assigneepayment of any indebtedness due under this Sublease from the Sublessee to the Sublessor, second, to make, enforce, modify the payment of all costs and accept expenses incurred by the surrender Sublessor in re-leasing the Leased Premises (including brokerage and lawyer’s fees and the cost of Leasesany alterations and repairs to the Leased Premises) third, to obtain and evict tenantsthe payment of any indebtedness of the Sublessee to the Homeowners Corporation and, fourth, as to the balance of the money, if any, to fix or modify rentsthe Sublessee (provided that if there are any financial charges registered in the Indian Lands Registry against the interest of the Sublessee at the time of the disbursement of monies, the amount payable to the Sublessee shall first be applied to satisfy the Sublessee’s obligations to such financial chargeholders in accordance with their priority and to do any other act which the Assignee deems necessary or proper.balance shall then be paid in accordance with this Sublease); (c) The Assignee may either with or without taking in the case of an Event of Default which does not constitute a default under the terms and conditions of the Headlease, the Sublessor shall have the right to re-enter and re-take possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Leased Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of terminate this Sublease if such default hereunder, upon is not remedied within ninety (90) days from receipt from the Assignee of written notice to thereafter pay from the Sublessor advising of the default, in which event all such rents and other amounts to the Assignee and to comply with any notice or demand money received by the Assignee for observance or performance of Sublessor from such re-leasing (but excluding any ongoing Rent from the date of the covenants, terms, conditions and agreements contained re-leasing) shall be applied as set out in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.Subsection 21.2(b); (d) The Assignee may make any payment or do any act required herein in the case of an Event of Default which does not constitute a default under the terms and conditions of the Assignor Headlease, the Sublessor shall have the right to re-enter and re-take possession of the Leased Premises for the purpose of re-leasing the same as agent for the Sublessee if such default is not remedied within ninety (90) days from receipt of written notice from the Sublessor advising of the default, in which event all money received by the Sublessor from such manner re-leasing shall be applied as set out in Subsection 21.2(b); (e) in the case of an Event of Default which constitutes a default under the Bylaws, impose any fines or penalties as set out in the Bylaws; (f) the Sublessor may, but shall not be obliged to, itself observe and perform any covenant or agreement in respect of which the Sublessee has made default and for such purpose may enter onto the Leased Premises without liability to the Sublessee, provided that such extent performance by the Sublessor shall not in any way relieve the Sublessee from its obligations and liabilities with respect to the performance of the covenant or agreement; (g) the Sublessor shall have the right to collect from the Sublessee any and all costs and expenses incurred by the Sublessor in enforcing the covenants and agreements set out in this Sublease and in performing the covenants and agreements of the Sublessee set out in this Lease, including without limitation reasonable legal fees as between solicitor and his own client, together with interest thereon at the Assignee may deem necessary, rate set out in Subsection 21.2(h) from the date that the costs and any amount so expenses are incurred to the date the same are paid by the Assignee Sublessee; (h) the Sublessor shall become immediately have the right to claim from the Sublessee interest at the rate equal to two percent (2%) per annum above the prevailing prime lending rate for commercial loans in Canadian dollars then being published by the Sublessor’s bankers on all amounts which are due and payable owing by the Assignor with interest thereon until paid at Sublessee to the Default Rate Sublessor (and a certificate signed by an officer of a bank that the Sublessor designates as its bank, shall be secured by conclusive evidence of such rate); and (i) the Sublessor shall be entitled to such other rights and remedies as may be available to it pursuant to this AssignmentSublease, at law or in equity, including without limitation rights of distress, the right to claim damages against the Sublessee and the right to seek and obtain injunctive or other equitable relief upon the happening of an Event of Default.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of (a) Borrower agrees that, if any Event of DefaultDefault shall have occurred and is continuing, the Assigneethen and in every such case, at its optionLender, may exercise in addition to any one rights now or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligationhereafter existing under applicable law, and with or without bringing any action or proceeding upon written notice to foreclose Borrower, shall have all rights as a secured creditor under the Mortgage or any other lien or security interest granted by the Loan DocumentsUniform Commercial Code in all relevant jurisdictions and may: (ai) The Assignee may declare the unpaid balance personally, or by agents or attorneys, immediately retake possession of the principal sum Pre-Approval Collateral and the First Year Sales Collateral, as applicable, or any part thereof; (ii) instruct the obligor or obligors on any agreement, instrument or other obligation constituting the Pre-Approval Collateral and the First Year Sales Collateral, as applicable, to make any payment required by the terms of such instrument or agreement directly to Lender; (iii) sell, assign or otherwise liquidate, or direct Borrower to sell, assign or otherwise liquidate, any or all of the NotePre- Approval Collateral and the First Year Sales Collateral, together as applicable, or any part thereof, and take possession of the proceeds of any such sale or liquidation; (iv) take possession of the Pre-Approval Collateral and the First Year Sales Collateral, as applicable, or any part thereof by directing Borrower in writing to deliver the same to Lender at any place or places designated by Lender; it being understood that Borrower's obligation so to deliver the Pre-Approval Collateral and the First Year Sales Collateral, as applicable, is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, Lender shall be entitled to a decree requiring specific performance by Lender of said obligation; (v) until the Pre-Approval Obligations are paid in full, or released in accordance with all accrued the Loan Agreement, notify licensees or assignees under the License Agreement in respect of rights relating to the Product in the Territory, or any license, sublicense or assignment pursuant thereto, to make payments thereunder (including royalty payments) directly to Lender; and (vi) until the Pre-Approval Obligations are paid in full, or released in accordance with the Loan Agreement, to transfer the Regulatory Collateral into Lender's name and unpaid interest thereonotherwise act with respect thereto as the outright owner thereof, immediately due and payableto complete and submit the Lender NDA Letter to the FDA. (b) The Assignee Notwithstanding the foregoing, Lender shall refrain from exercising its rights and remedies under Sections 15(a)(iii), (iv) and (vi) above and Section 10 above with respect to (but only with respect to) the Regulatory Collateral until the earlier of the date (the "Reconveyance Date") which is (i) 270 days after the date on which the Event of Default under the Loan Agreement shall have occurred, (ii) the date on which an Event of Default under Section 7.01(f) of the Loan Agreement shall have occurred, or (iii) the date on which an Event of Default under Section 7.01(g) of the Loan Agreement shall have occurred. If Borrower irrevocably pays and satisfies the Pre-Approval Obligations prior to the Reconveyance Date, then (x) Lender will execute and deliver to Borrower a proper instrument in order to duly transfer to Borrower such of the Regulatory Collateral as may enter upon and take be in the possession of Lender and (y) Borrower shall be entitled to complete and submit the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper Borrower NDA Letter to the AssigneeFDA. Prior to the Reconveyance Date, Lender shall not, except as required by applicable laws or regulations, communicate with the FDA regarding the Regulatory Collateral, except through Borrower. If prior to makethe Reconveyance Date Lender is required by applicable law or regulations to communicate with the FDA regarding the Regulatory Collateral, enforceLender shall promptly notify Borrower of the nature and content thereof and Lender shall reasonably cooperate with Borrower, modify and accept at Borrower's expense, in all proper respects in all regulatory matters relating to the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properRegulatory Collateral. (c) The Assignee may either Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred by or on behalf of Lender (a) in enforcing the Obligations, and (b) in connection with the taking, holding, preparing for sale or without taking possession other disposition, selling, managing, collecting, or otherwise disposing of the PremisesCollateral. All of such costs and expenses (collectively, demandthe "Liquidation Costs") together with interest thereon at the interest rate specified in the Notes, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises date of payment until repaid in full, shall be paid by Borrower to Lender on demand and pursue all remedies for enforcement shall constitute and become a part of the Leases and all Obligations secured hereby. Any proceeds of sale or other disposition of the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction Collateral will be applied by Lender to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof payment of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessaryLiquidation Costs, and any amount so paid balance of such proceeds will be applied by Lender to the Assignee shall become immediately payment of the remaining Obligations in such order and manner of application as Lender may determine. Borrower hereby grants to Lender, as security for the full and punctual payment and performance of the Obligations, a continuing security interest in and lien on all now or hereafter existing balances, credits, accounts, deposits, and all other sums credited by, maintained with, or due from Lender or any affiliate of Lender to Borrower; and payable by regardless of the Assignor with interest thereon until paid adequacy of any Collateral or other means of obtaining repayment of the Obligations, Lender may at any time and without notice to Borrower set off the Default Rate whole or any portion or portions of any or all such balances, credits, accounts, deposits, and shall be secured by this Assignmentother sums against any and all of the Obligations.

Rights and Remedies Upon Default. At any time upon or following Beginning on the occurrence and during the continuance of date on which any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Default shall have occurred and remedies without any obligation to do so, without in any way waiving while such Event of DefaultDefault is continuing, without further notice or demand on the Assignor, without regard and subject to the adequacy rights of Bridge Bank under the security for Senior Credit Facility and the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsSubordination Agreement: (a) The Assignee may declare At the unpaid balance sole and absolute discretion of the principal sum Lenders’ Agent and for the benefit of the NoteSecured Parties, together the Lenders’ Agent may exercise in addition to all other rights and remedies granted to it under this Security Agreement all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Lenders’ Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with all accrued the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any Secured Party’s offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the Lenders’ Agent’s request, to assemble its Collateral and make it available to the Lenders’ Agent for the benefit of the Secured Parties at places which the Lenders’ Agent shall reasonably select, whether at Grantor’s premises or elsewhere. The Secured Parties shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(d), below, with Grantor remaining liable for any deficiency remaining unpaid interest thereon, immediately due after such application. Grantor agrees that the Secured Parties need not give more than ten (10) days’ notice of the time and payableplace of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. (b) The Assignee may enter upon Grantor also agrees to pay all fees, costs and take possession expenses of the PremisesSecured Parties, either including, without limitation, reasonable attorneys’ fees, incurred in person or by agent or by a receiver appointed by a court, connection with the enforcement of any of its rights and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properremedies hereunder. (c) The Assignee may either with or without taking possession of the PremisesGrantor hereby waives presentment, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction protest or any notice (to the tenants maximum extent permitted by applicable law or under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance Senior Credit Facility) of any of the covenants, terms, conditions and agreements contained kind in the Leases to be observed connection with this Security Agreement or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneeany Collateral. (d) The Assignee may make Proceeds of any payment sale, disposition or do other realization upon all or any act required herein part of the Assignor Collateral shall be received by the Lenders’ Agent and distributed by Lenders’ Agent to the Secured Parties to be applied to the Secured Obligations in such manner the following order of priorities: FIRST, to the reasonable costs, fees and expenses incurred by Lenders’ Agent but not yet paid in connection with the sale, disposition or other realization on the Collateral, including all fees, costs, expenses, liabilities in connection therewith, including reasonable attorneys’ fees; SECOND the extent that any Secured Party has advanced to such extent as the Assignee may deem necessary, and Lenders’ Agent any amount so paid in connection with the sale, disposition or other realization on the Collateral, then to each Secured Party in an amount sufficient to pay in full the reasonable costs of such Secured Party actually advanced by the Assignee shall become immediately due such Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and payable advances incurred or made by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.any Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees;

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of a Default, the Assignee, at its option, may exercise any one or more of the following Lender shall have all rights and remedies without any obligation to do so, without of a secured party under the UCC as in effect in any way waiving such Event of Default, applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Lender may terminate any obligations it has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without further notice or demand on the Assignor, without regard demand. Dealer waives notice of intent to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligationaccelerate, and of acceleration of any Obligations. Lender may enter any premises of Dealer, with or without bringing any action or proceeding process of law, without force, to foreclose search for, take possession of, and remove the Mortgage Collateral, or any other lien part thereof. If Lender requests, Dealer shall cease disposition of and shall assemble the Collateral and make it available to Lender, at Dealer's expense, at a convenient place or security interest granted places designated by the Loan Documents: (a) The Assignee Lender. Lender may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the PremisesCollateral or any part thereof on Dealer's premises and cause it to remain there at Dealer's expense, either in pending sale or other disposition. Dealer agrees that the sale of inventory by Lender to a person who is liable to Lender under a guaranty, endorsement, repurchase agreement or by agent the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and Dealer waives any provision of such laws to that effect. Dealer agrees that the repurchase of inventory by a receiver appointed Vendor pursuant to a repurchase agreement with Lender shall be a commercially reasonable method of disposition. Dealer shall be liable to Lender for any deficiency resulting from Lender's disposition, including without limitation a repurchase by a courtVendor, regardless of any subsequent disposition thereof. Dealer is not a beneficiary of, and havehas no right to require Lender to enforce, holdany repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to Dealer at least ten (10) days before such disposition. If Dealer fails to perform any of its obligations under this Agreement, manage, lease and operate Lender may perform the same on such terms and for such period of time as the Assignee may deem necessary in any form or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee manner Lender in its discretion deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collectdesirable, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so monies paid by the Assignee Lender in connection therewith shall become be additional Obligations and shall be immediately due and payable by the Assignor without notice together with interest thereon until paid payable on demand at the Default Rate Rate. All of Lender's rights and remedies shall be secured by this Assignmentcumulative. At Lender's request, or without request in the event of an Automatic Default, Dealer shall pay all Vendor Credits to Lender as soon as the same are received for application to the Obligations. Dealer authorizes Lender to collect such amounts directly from Vendors and, upon request of Lender, shall instruct Vendors to pay Lender directly. Dealer irrevocably waives any requirement that Lender retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. Lender’s election to extend or not extend credit to Dealer is solely at Lender’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Lender has accelerated any Obligations, Lender may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence of an Event of Default hereunder or any Rating Event, the Bank may by written notice to the Authority in the form of Exhibit D hereto, reduce the Commitment Amount and during the continuance of Available Commitment to zero and thereafter the Bank will have no further obligation to make Revolving Loans hereunder and/or may terminate the Commitment; provided, however, that in the event that the Authority cures any such Event of Default, the AssigneeBank may elect, at in its optionsole and absolute discretion by providing written notice thereof to the Authority, may exercise any one or more to reinstate the Commitment Amount and the Available Commitment; provided, further, however, that upon the occurrence of an Event of Default under Section 8.1(b) hereof, the following rights Commitment Amount and remedies without any the Available Commitment shall automatically and immediately reduce to zero and thereafter the Bank shall have no further obligation to do so, without in make Revolving Loans hereunder; (b) Upon the occurrence of any way waiving such Event of DefaultDefault hereunder, without further notice the Bank may either personally or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor by attorney or any guarantor of the Note from any obligation, and with or agent without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Noteproceeding, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver to be appointed by a courtcourt in any appropriate action or proceeding, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee take whatever action at law or in equity may deem appear necessary or properdesirable to collect the amounts due and payable under the Related Documents and the MTA RANs or to enforce performance or observance of any obligation, agreement or covenant of the Authority under the Related Documents or with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper respect to the AssigneeMTA RANs, whether for specific performance of any agreement or covenant of the Authority or in aid of the execution of any power granted to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which Bank in the Assignee deems necessary or proper.Related Documents; (c) The Assignee may either with or without taking possession Upon the occurrence of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits any Event of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default Default hereunder, upon receipt from the Assignee of Bank may provide written notice to thereafter the Authority directing the Authority to commence depositing the Pledged Revenues into the Payment Fund to pay all any outstanding MTA RANs and the Revolving Loans evidenced and secured thereby on the ninetieth (90th) day following the occurrence of such rents and other amounts Event of Default in an amount equal to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions principal of and agreements contained in the Leases to be observed or performed by the tenants thereunder, interest due and owing on any outstanding MTA RANs and the Assignor Revolving Loans evidenced and secured thereby and on each ninetieth (90th) day to occur thereafter to and including the last Revolving Loan Maturity Date with respect to any MTA RANs outstanding. Notwithstanding the foregoing, on each Revolving Loan Maturity Date, the Authority shall facilitate in deposit into the Payment Fund an amount sufficient to pay the principal of and interest on all reasonable ways outstanding MTA RANs and the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.Revolving Loans evidenced thereby; and (d) The Assignee Upon the occurrence of any Event of Default hereunder, the Bank may make exercise, or cause to be exercised, any payment or do any act required herein and all remedies as it may have under the Related Documents and as otherwise available at law and at equity. Anything in Article III hereof to the contrary notwithstanding, from and after the occurrence of the Assignor in such manner and to such extent as the Assignee may deem necessaryan Event of Default, and any amount so paid by the Assignee all Reimbursement Obligations shall become immediately due and payable by the Assignor with bear interest thereon until paid at the Default Rate and shall be secured by this AssignmentRate.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of DefaultDefault as defined herein, the Assignee, Asset may at its option, may exercise option do any one or more of the following rights following: (1) by written notice to FPN, declare all of the Secured Obligations forthwith due and remedies without any obligation to do sopayable, without in any way waiving such Event of Defaultwhereupon the same shall become due and payable, without further notice of any kind; (2) on or demand on the Assignorafter April 1, without 1998, exercise with regard to the adequacy Interim Financing and the Collateral, all rights and remedies afforded by the Uniform Commercial Code and other applicable law with respect to the indebtedness thereunder and the collateral security therefore. Without limiting the foregoing, Asset shall then have the right to collect and take immediate possession and control of all or any part of the security for Collateral and the obligations secured herebyproceeds thereof, without releasing the Assignor power to sell all or any guarantor portion of the Note from any obligation, Collateral at public or private sale at such place and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued time and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period as Asset shall see fit as permitted by applicable laws, the right of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereundersetoff, and the Assignor shall facilitate right to endorse in all reasonable ways the Assignee’s collection name of FPN any instrument representing the Collateral. At any such rentssale or other disposition of the Collateral, issuesAsset may, income and profits, and upon request will execute written notices to the tenants extent permissible under applicable law, purchase the whole or any part of the Collateral, free from any right of redemption on the part of FPN, which right is hereby waived and released. If it shall be necessary for Asset, at any time, to exercise such rights and remedies in order to effect repayment of the Interim Financing, Asset shall have the right to exercise such rights and remedies as to all or such part of the Collateral as Asset shall, in its sole discretion, elect. In addition to all rights and remedies available to Asset hereunder, under the Leases Secured Note and under applicable law, Asset as Secured Party shall have all the rights and remedies of a secured party under the Uniform Commercial Code in any jurisdiction as to thereafter pay all such rents and other amounts any Collateral therein located (whether or not the Uniform Commercial Code applies to the Assigneeaffected Collateral). The rights and remedies provided for under this Agreement are cumulative and are not exclusive of any rights and remedies that may be available to Asset under applicable law or otherwise. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence and during the continuance continuation of any an Event of DefaultDefault (subject to the provisions of Section 5(b)), the AssigneeHolders, at its optionacting through the Collateral Agent, may exercise any one or more shall have the right to take title to, seize, assign, sell, and otherwise dispose of the following rights and remedies without any obligation to do soCollateral, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligationpart thereof, and either at public or private sale, in lots or in bulk, for cash, credit or otherwise, with or without bringing representations or warranties, and upon such terms as shall be reasonable, and any action Holder may bid or proceeding become the purchaser at any such sale. If notification to foreclose the Mortgage or Grantor of any other lien or security interest granted intended disposition by the Loan Documents: (a) The Assignee may declare the unpaid balance Holders of any of the principal sum of the NoteCollateral is required by applicable law, together with all accrued such notification will be deemed to have been reasonable and unpaid interest thereon, immediately due and payableproper if given at least 20 days prior to such disposition. (b) The Assignee If any Event of Default shall occur and be continuing, the Holders, acting through the Collateral Agent, may enter upon exercise in addition to all other rights and take possession remedies granted to it under this Security Agreement, all rights and remedies of a secured party under the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properUCC. (c) The Assignee may either with or without taking possession of the PremisesExcept as specifically provided for herein, Grantor hereby waives presentment, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction protest or any notice (to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand maximum extent permitted by the Assignee for observance or performance applicable law) of any of the covenants, terms, conditions and agreements contained kind in the Leases to be observed connection with this Security Agreement or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneeany Collateral. (d) The Assignee may make proceeds of any payment sale, disposition or do other realization upon all or any act required herein part of the Assignor Collateral shall be distributed in the following order of priorities (subject to payment in full of any Permitted Senior Indebtedness): First, to the Collateral Agent in an amount sufficient to pay in full the reasonable costs of the Collateral Agent in connection with such manner sale, disposition or other realization, including all fees, costs, expenses, liabilities and to such extent as the Assignee may deem necessary, and any amount so paid advances incurred or made by the Assignee shall become immediately due Collateral Agent in connection therewith, including, without limitation, reasonable attorneys' fees; Second, to the Holders in the amount of the Pro Rata Share owing to each Holder; and payable by Finally, upon payment in full of the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentSecured Obligations, to Grantor or its representatives or as a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. At any time upon or following Beginning on the occurrence and during the continuance of date which is ten (10)business daysafter any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Default shall have occurred and remedies without any obligation to do so, without in any way waiving while such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsDefault is continuing: (a) The Assignee Secured Party may declare exercise in addition to all other rights and remedies granted to the unpaid balance Secured Party under this Security Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the principal sum foregoing, Grantor expressly agrees that in any such event the Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the NoteCollateral and collection of the accounts receivable pledged as Collateral, together use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at the Secured Party’s offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the Secured Party’s request, to assemble its Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at Grantor’s premises or elsewhere. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(e), below, with all accrued Grantor remaining liable for any deficiency remaining unpaid after such application. Grantor agrees that the Secured Party need not give more than twenty (20) days’ notice of the time and unpaid interest thereon, immediately due place of any public sale or of the time after which a private sale may take place and payablethat such notice is reasonable notification of such matters. (b) The Assignee may enter upon As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Secured Party shall determine to exercise their right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), the Secured Party may, in their discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on under such terms and for such period of time circumstances as the Assignee Secured Party may deem necessary or properadvisable, but subject to the other requirements of this Section 6(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Secured Party may, in their discretion, (i) in accordance with full power applicable securities laws, proceed to make from time such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to time all alterationseffect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, renovationsfor investment, repairs or replacements thereto or thereof as may seem proper and not with a view to the Assigneedistribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6(b), if any of such Collateral shall not be freely distributable to makethe public without registration under the Act at the time of any proposed sale hereunder, enforcethen the Secured Party shall not be required to effect such registration or cause the same to be effected but may, modify and accept in their discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the surrender of LeasesSecured Party may, to obtain and evict tenantsin their discretion, to fix or modify rents, and to do any other act which the Assignee deems deem necessary or properappropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases Grantor also agrees to pay all rents fees, costs and other amounts payable under expenses of the Leases to the AssigneeSecured Party, including, without proof of default hereunderlimitation, upon receipt from reasonable attorneys’ fees, incurred in connection with the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance enforcement of any of the covenants, terms, conditions its rights and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneeremedies hereunder. (d) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (e) The Assignee may make Proceeds of any payment sale, disposition or do other realization upon all or any act required herein part of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid Collateral shall be distributed by the Assignee shall become immediately due Secured Party in the following order of priorities: FIRST, to the Secured Party in an amount sufficient to pay in full the reasonable costs of the Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and payable advances incurred or made by the Assignor Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees; SECOND, to the Secured Party in an amount equal to the then unpaid Secured Obligations of the Secured Party; and FINALLY, upon payment in full of the Secured Obligations, to Grantor or its representatives, in accordance with interest thereon until paid at the Default Rate and shall be secured by this AssignmentUCC or as a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. At Upon or at any time upon or following after the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the events of default specified in paragraph 3 hereof, all of the Indebtedness shall, at the option of the Lending Parties and without any notice to or demand upon Debtor of any kind (all of which Debtor hereby expressly waives), become immediately due and payable, and Agent shall thereupon have and may exercise from time to time any and all rights and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Georgia, together with every right and remedy available to Agent under any other applicable law. In addition to, and without limiting the generality of the foregoing, Agent shall have the following rights and remedies without upon and at any obligation time after the occurrence of any such event of default: a. The right at any time to do sonotify any account debtor on any Collateral to make all payments owing to Debtor directly to Agent for application to the Indebtedness and to collect all amounts owing from any such account debtor; b. The right at any time or times, without advertisement or publication (unless required by law), to sell, lease or otherwise dispose of any or all of the Collateral at public or private sale, for cash, upon credit or upon such other terms as Agent deems advisable in its sole discretion, or otherwise to realize upon the whole or from time to time any way waiving part of the Collateral in which Agent shall have a security interest hereunder, Debtor remaining liable for any deficiency. The Lending Parties may bid and be the purchaser at any such Event sale if permitted by law; c. The right to conduct any such sales of DefaultCollateral on Debtor's premises or elsewhere and the right to use Debtor's premises without charge for such time or times as Agent may see fit; d. The right to require Debtor, without further notice or demand on at Debtor's expense, to assemble the AssignorCollateral and make it available to Agent at a place reasonably convenient to both parties (and, without regard for purposes hereof, Debtor stipulates that Agent shall be entitled to the adequacy remedy of the security for the obligations secured herebyspecific performance). Alternatively, without releasing the Assignor Agent may peaceably by its own means or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may judicial assistance enter upon Debtor's premises and take possession of the PremisesCollateral or dispose of the Collateral on Debtor's premises without resistance or interference by Debtor; e. The right to incur reasonable attorney's fees and expenses in exercising any of the rights, either in person remedies, powers or by agent or by a receiver appointed by a courtprivileges provided hereunder, and havethe right (but not the obligation) to pay, holdsatisfy and discharge, manageor to bond, deposit or indemnify against, any tax or other lien which in the opinion of Agent or its counsel may in any manner or to any extent be a lien upon any of the Collateral, all of which fees, payments and expenses shall become part of Agent's expenses of retaking, holding, preparing for sale and the like, and shall be added to and become a part of the principal amount of the Indebtedness; and f. The right to apply the proceeds realized from any collection, sale, lease and operate or other disposition of the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper Collateral first to the Assigneecosts, expenses and reasonable attorneys' fees incurred by Agent in the collection of any Indebtedness or in connection with the repossession, preparation for sale, protection, removal, storage, sale and delivery of the Collateral; secondly, to make, enforce, modify interest due upon the principal amount of the Indebtedness; and accept the surrender of Leasesthirdly, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession principal amount of the PremisesIndebtedness. If any deficiency shall arise, demand, ▇▇▇ for, settle, compromise, collect, Debtor shall remain bound and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction liable to the tenants under Lending Parties therefor. Neither Agent nor Lenders shall be liable or responsible to Debtor in any way for the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance safeguarding of any of the covenantsCollateral, termsfor any loss or damage thereto, conditions and agreements contained for any diminution in the Leases to value thereof, or for any act or default of any carrier, warehouseman, forwarding agency, or other person whomsoever, but the same shall be observed or performed by the tenants thereunderat all times at Debtor's risk. All rights, remedies, powers, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection privileges of such rents, issues, income Agent hereunder are cumulative and profitsnot alternative, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment be exercised concurrently or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessaryseriatim, and are in addition to and not in lieu of any amount so paid by the Assignee shall become immediately due and payable by the Assignor other rights of Agent at law, in equity, under statute or under any other agreement with interest thereon until paid at the Default Rate and shall be secured by this AssignmentDebtor.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of 7.1. If any Event of DefaultDefault under the Loan Agreement or a default or breach in any respect by Pledgor of any representation, warranty, covenant or agreement of Pledgor under this Pledge Agreement (after the Assigneeexpiration of any applicable cure period or grace period hereunder or thereunder, at its optionwhich breach shall be deemed an Event of Default under the Loan Agreement and an Event of Default hereunder) shall occur, Lender may exercise do any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: following: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately Obligations Secured Hereby to be forthwith due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on whereupon such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee Obligations Secured Hereby shall become immediately due and payable without presentment, demand, protest or other notice of any kind; and/or (b) proceed to protect and enforce its rights under this Pledge Agreement, the Notes, the Loan Agreement, or any of the other Loan Documents through other appropriate proceedings, and Lender shall have, without limitation, all of the rights and remedies provided by applicable law, including, without limitation, the rights and remedies of a secured party under the Illinois Uniform Commercial Code (the “UCC”) and, in addition thereto, Lender shall be entitled, at Lender’s option, to exercise all voting and corporate rights with respect to the Pledged Stock as it may determine, without liability therefor, but Lender shall not have any duty to exercise any voting and corporate rights in respect of the Pledged Stock and shall not be responsible or liable to Pledgor or any other person for any failure to do so or delay in so doing. 7.2. Without limiting the generality of the foregoing, if any Event of Default hereunder or under the Loan Agreement shall occur, Lender shall have the right to sell the Pledged Stock, or any 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 at such price or prices as Lender may deem best, and Lender may be the purchaser of any or all of the Pledged Stock so sold and thereafter Lender or any other purchaser shall hold the same free from any right or claim of whatsoever kind. Lender is authorized, at any such sale, if it deems it advisable so to do, to restrict the number of prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Pledged Stock and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Lender may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold. 7.3. Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Lender shall give Pledgor not less than ten days’ written notice of its intention to make any such public or private sale or at any broker’s board or on any securities exchange (with such notice to state the time and place of such sale), and Pledgor agrees that such notice shall be deemed reasonable. 7.4. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as Lender may fix in the notice of such sale. At any sale, the Pledged Stock may be sold in one lot as an entirety or in parts, as Lender may determine. Lender shall not be obligated to make any sale pursuant to any such notice. Lender may, without notice or publication, adjourn any 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 Pledged Stock on credit or for future delivery, the Pledged Stock so sold may be retained by Lender until the selling price is paid by the Assignor purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold upon like notice. 7.5. Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. 7.6. On any sale of the Pledged Stock, Lender is hereby authorized to comply with interest thereon until paid any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any third party or any governmental regulatory authority or officer or court, including, without limitation, all limitations and restrictions imposed by federal and state banking laws and regulations. Compliance with the foregoing sentence shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. 7.7. In furtherance of the exercise by Lender of the rights and remedies granted to it hereunder, Pledgor agrees that, upon request of Lender and at the Default Rate expense of Pledgor, it will use its Best Efforts to obtain all third party and shall be secured governmental approvals necessary for or incidental to the exercise of remedies by this AssignmentLender with respect to the Pledged Stock or any part thereof, including, without limitation, approvals from the FRB, OTS, MOFIS and IDFPR.

Rights and Remedies Upon Default. At (a) In addition to the rights and privileges set forth in clauses (b), (c), (d) and (e) of this Section 8 and notwithstanding anything to the contrary herein, each Debtor grants to the Agent on behalf of the Secured Party an IRREVOCABLE PROXY, to vote from time to time all or any part of the Pledged Interests pledged by such Debtor hereunder, in each case in any manner Agent deems advisable, either for or against any or all matters submitted, or which may be submitted, to a vote of shareholders, partners, or members, as the case may be, and to exercise all other rights, powers, privileges and remedies to which any such shareholders, partners, or members would be entitled (including, without limitation, giving or withholding written consents, clarifications, and waivers with respect to the Pledged Interests, calling special meetings of the holders of the Pledged Interests and voting at such meetings). The IRREVOCABLE PROXY granted hereby is effective automatically, without the necessity that any other action (including, without limitation, that any transfer of any of the Pledged Interests be recorded on the books and records of the issuer of such Pledged Interests) be taken by any Person (including each Debtor, any issuer of Pledged Interests or any officer or agent thereof), is coupled with an interest, shall be irrevocable, shall survive the bankruptcy, dissolution or winding up of any and all Debtors, and shall terminate at such time as the Obligations shall have been paid in full; provided that, at the earlier of (i) such time as the Obligations shall have been paid in full and (ii) such IRREVOCABLE PROXY is rescinded in writing by the Agent, each Debtor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise with respect to its Pledged Interests and all rights of the Agent to vote all or any part of the Pledged Interests will cease automatically without the necessity that any other action be taken by any Person (including the Agent or any officer or agent thereof). Each Debtor covenants and agrees that, prior to the expiration of such IRREVOCABLE PROXY and to the extent reasonably requested by the Agent, such Debtor will reaffirm such IRREVOCABLE PROXY in a manner reasonably satisfactory to the Agent. None of the Agent nor the Secured Party shall be liable for any failure of the Agent not to vote all or any part of any Pledged Interests pledged by such Debtor hereunder or to exercise any other rights pursuant to this Section 8(a). Notwithstanding the foregoing, the Agent shall not exercise the IRREVOCABLE PROXY (other than in actions solely to maintain the effectiveness and enforceability of the IRREVOCABLE PROXY) set forth in this clause (a) except upon or following the occurrence and during the continuance of any an Event of Default, the Assignee, at its option, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party, acting through the Agent, shall have the right to exercise all of the remedies conferred hereunder and under the Note, and the Secured Party shall have all the rights and remedies of a secured party under the UCC. Without limitation, the Agent, for the benefit of the Secured Party, shall have the following rights and powers: (i) The Assignee may enter upon and Agent shall have the right to take possession of the PremisesCollateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Debtors shall assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at the applicable Debtor’s premises or elsewhere, and make available to the Agent, without rent, all of such Debtor’s respective premises and facilities for the purpose of the Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (ii) Upon notice to any Debtor by Agent, all rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of such Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Secured Party, any interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries. (iii) The Agent shall have the right to operate the business of any and all Debtors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in person such parcel or by agent parcels and at such time or by a receiver appointed by a courttimes and at such place or places, and have, hold, manage, lease and operate the same on upon such terms and for such period of time conditions as the Assignee Agent may deem necessary commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or properdemand upon or notice to any Debtor or right of redemption of a Debtor, with full power which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Agent, for the benefit of the Secured Party, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and released. (iv) The Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper payments directly to the AssigneeAgent, to make, enforce, modify and accept on behalf of the surrender of Leases, to obtain and evict tenants, to fix or modify rentsSecured Party, and to do enforce any Debtor’s rights against such account debtors and obligors. (v) The Agent, for the benefit of the Secured Party, may (but is not obligated to) direct any financial intermediary or any other act which person or entity holding any investment property to transfer the Assignee deems necessary same to the Agent, on behalf of the Secured Party, or properits designee. (vi) The Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral. (c) The Assignee may either with or without taking possession of the PremisesEACH DEBTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH DEBTOR WITH RESPECT TO THE COLLATERAL, demandINCLUDING, ▇▇▇ forSOLELY DURING THE CONTINUANCE OF AN EVENT OF DEFAULT EVENT OF DEFAULT, settle(I) THE RIGHT TO TRANSFER AND REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF THE COLLATERAL, compromise(II) THE RIGHT TO VOTE THE PLEDGED INTERESTS, collectWITH FULL POWER OF SUBSTITUTION TO DO SO, and give acquittances for all rents(III) THE RIGHT TO RECEIVE AND COLLECT ANY DIVIDEND OR OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF OR IN EXCHANGE FOR THE COLLATERAL OR ANY PORTION THEREOF, issuesTO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO SUCH DEBTOR FOR SAME, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder(IV) THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE COLLATERAL WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED INTERESTS, GIVING OR WITHHOLDING WRITTEN CONSENTS OF MEMBERS, CALLING SPECIAL MEETINGS OF MEMBERS AND VOTING AT SUCH MEETINGS), AND (V) THE RIGHT TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the AssigneeTHE APPOINTMENT OF THE AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION OF THIS AGREEMENT. SUCH PROXY SHALL BE EFFECTIVE, without proof of default hereunderAUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED INTERESTS ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED INTERESTS OR ANY OFFICER OR AGENT THEREOF). NOTWITHSTANDING THE FOREGOING, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the AssigneeTHE AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO. (d) The Assignee may make Agent shall comply with any payment or do applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any act required herein sale of the Assignor Collateral. The Agent may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Agent’s rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (e) For the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or applicable law, each Debtor hereby grants to the Agent, for the benefit of the Agent and the Secured Party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such manner license access to all media in which any of the licensed items may be recorded or stored and to such extent as all computer software and programs used for the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmentcompilation or printout thereof.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of Default, or at any time thereafter, the AssigneeMortgagee shall have all the rights of a mortgagee and a secured party under the State of New Hampshire Revised Statutes Annotated, at its option, may exercise any one or more in addition to which the Mortgagee shall have all of the following rights and remedies remedies: (a) with or without any obligation taking possession, to do so, without in any way waiving such Event collect the Receivables Collateral; (b) to take possession of Default, without further notice all or demand on the Assignor, without regard to the adequacy a portion of the security for Collateral; (c) with or without taking possession of the Collateral, to sell, lease, or otherwise dispose of any or all of the Collateral in its then condition or following such preparation or processing as the Mortgagee deems advisable; (d) with or without taking possession of the Collateral, and without assuming the obligations secured hereby, without releasing the Assignor or any guarantor of the Note Mortgagor thereunder, to exercise the rights of the Mortgagor under, to use, or to benefit from any obligationof the Contracts, Leases, or Licenses; (e) with or without taking possession of the Collateral and with or without bringing any action or proceeding to foreclose the Mortgage proceeding, either directly, by agent, or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare appointment of a receiver, construct improvements on the unpaid balance of the principal sum of the Note, together with all accrued Mortgaged Premises and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and lease, sublease, or operate the same Collateral on such terms and for such period of time as the Assignee may deem necessary Mortgagee, in its sole discretion exercising reasonable business judgment, deems proper or properappropriate; (f) to apply all or any portion of the Collateral, with full power or the proceeds thereof, towards (but not necessarily in complete satisfaction of) the Liabilities; (g) to make from time exercise the Statutory Power of Sale; (h) to time foreclose any and all alterations, renovations, repairs or replacements thereto or thereof as may seem proper rights of the Mortgagor in and to the AssigneeCollateral, whether by sale, entry, or in any other manner provided for hereunder or under the State of New Hampshire Revised Statutes Annotated; and (i) to elect, upon the discretion of the Mortgagee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix treat any or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction as superior to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any lien of the covenants, terms, conditions within Mortgage and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the AssigneeSecurity Agreement. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At Upon the happening of any of the foregoing events of default and at any time upon thereafter, Pledgee shall have the rights and remedies set forth in the Credit Agreement and, without limitation thereto, the Pledgee shall have the following additional specific cumulative rights: (i) To sell, assign and deliver all of said Collateral, or following any part thereof, or any substitutes therefor, or any additions thereto, at public or private sale, by one or more contracts, in one or more lots, at the occurrence same or different times, for cash and/or credits, at the Pledgee's option (or that of anyone acting in the Pledgee's behalf) and during the continuance Pledgee, and assigns may bid and become purchasers at any such sale, whether private or public, as authorized by the Uniform Commercial Code as adopted in Arizona. Unless the Collateral held under this Pledge Agreement declines speedily in value or are sold on a recognized market, Pledgee shall give the Pledgor reasonable notice of the time and place of any Event public sale, or of Defaultthe time after which any private sale is to be made. Any requirement for reasonable notice shall be met by the sending of ten (10) days' notice by regular mail, postage prepaid to Pledgor's and Subsidiary's last known address. If any of the Collateral held under this Pledge Agreement is sold by the Pledgee upon credit or for future delivery, Pledgee shall not be liable for the failure of the purchaser to pay for the same, and in such event Pledgee may re-sell such Collateral. The Pledgee may buy any part or all of the Collateral at any public sale, and if the Collateral is sold in a recognized market, the AssigneePledgee may buy at private sale and make payment for the same by any means including, at its optionwithout limitation, may exercise application of all or any part of the Obligations. The Pledgee shall apply all cash proceeds actually received from any sale in the order and subject to the conditions provided, if any, in the Arizona Uniform Commercial Code. After deducting all legal and other expenses and costs of collections of any of said Obligations and all legal or other expenses and costs of collection, storage, custody, sale and delivery of Collateral held hereunder, the residue of any proceeds of collection or sale shall be applied to the payment of principal or interest on one or more of said Obligations of Pledgor due or to become due, in such order of preference as Pledgee may determine. Pledgor and Subsidiary acknowledge and agree that, upon a default under this Pledge Agreement, any sale of the following Collateral by the Pledgee will be a sale in good faith for a bona fide debt and such sale will be exempt from Arizona and federal securities laws (the "Securities Act"). Pledgor and Subsidiary recognize that Pledgee may deem it impractical to effect a public sale of all or any part of the Collateral and that the Pledgee may, therefore, determine to make one or more private sales of any such Collateral to a restricted group of purchasers who will be obligated to agree among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor and Subsidiary acknowledge that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Pledgee shall have no obligation to delay sale of any such Collateral for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Pledgor further acknowledges and agrees that for any offer to sell the Stock portion of the Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Phoenix, Arizona (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than ten (10) bona fide offerees --------- shall be deemed to involve a "public sale," notwithstanding that such sale may not constitute a "public offering" under the Securities Act, and that the Pledgee may, in such event, bid for the purchase of such securities. (ii) At any sale or disposition of the Collateral, the Pledgee may accept a trade of property for all or a portion of the sale price. (iii) To require Pledgor and Subsidiary to assemble all records, instruments, documents or writings pertaining to the Collateral and make such available to the Pledgee at a place, to then be designated by the Pledgee, which is reasonably convenient to both parties. (iv) To apply the proceeds realized from disposition of the Collateral according to law and to payment of reasonable attorneys' fees and legal expenses incurred by Pledgee whether or not suit be filed. (v) If the proceeds realized from disposition of the Collateral shall fail to satisfy all of the Obligations of Pledgor to Pledgee, Pledgor and Subsidiary shall continue to be jointly and severally liable and obligated to pay the remaining Obligations and any other debts and liabilities which may be owed to Pledgee. (vi) Pledgee may exercise in respect of the Collateral, in addition to other rights and remedies without any obligation provided for herein or otherwise available to do soit, without all the rights and remedies of a secured party upon default under the Uniform Commercial Code currently in any way waiving such Event effect in the State of Default, without further notice Arizona (whether or demand on not the Assignor, without regard Code applies to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payableaffected Collateral). (bvii) The Assignee may enter upon Any cash held by or on behalf of Pledgee as Collateral and all cash proceeds received by or on behalf of Pledgee in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Pledgee, be held by or on behalf of the Pledgee as collateral for, and/or then or at any time thereafter applied in whole or in part by the Pledgee against, all or any part of the Obligations in such order as the Pledgee shall select. Any surplus of such cash or cash proceeds held by the Pledgee and remaining after payment in full of all of the Obligations shall be paid over to the person lawfully entitled to receive such surplus. (viii) To take immediate possession of all records, instruments, documents and writings pertaining to the PremisesCollateral without notice or resort to legal process, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such purpose to enter upon any premises on which such records, instruments, documents, writings or any part thereof my be situated and remove the same therefrom. (ix) During any period of time default, Pledgor irrevocably appoints Pledgee as the Assignee may deem necessary or properproxy, with full power of substitution and revocation, to make from time exercise Pledgor's rights to time all alterationsattend meetings, renovationsvote, repairs consent to and/or take any action respecting the Collateral or replacements thereto or an issuer thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunderfully as Pledgor might do. This Assignment shall constitute an authorization proxy remains effective during the continuation of any event of default and direction to the tenants so long as any sum remains unpaid under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the AssigneeNote. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any an Event of Default, Guarantor shall have the Assigneeright to exercise all such rights as a secured party under the California Uniform Commercial Code as he, in his sole judgment, shall deem necessary or appropriate. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, Guarantor may, at its optionhis election and without notice of his election and without demand, may exercise do any one or more of the following rights following, all of which are authorized by Borrowers: (a) Notify any Person owing funds to a Borrower of Guarantor’s security interest in such funds and remedies without verify the amount of such account. Borrowers shall collect all such amounts owing to Borrowers for Guarantor, receive in trust all payments as Guarantor’s trustee, and immediately deliver such payments to Guarantor in their original form as received from the account debtor, with proper endorsements for deposit; (b) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Guarantor reasonably considers advisable; (c) Make such payments and do such acts as Guarantor considers necessary or reasonable to protect its security interest in the Collateral. Borrowers agree to assemble the Collateral if Guarantor so requires, and to make the Collateral available to Guarantor as Guarantor may designate. Borrowers authorize Guarantor to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any obligation part of it, and to do sopay, purchase, contest, or compromise any encumbrance, charge, or Lien which in Guarantor’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of a Borrower’s owned premises, Borrowers hereby grant Guarantor a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any way waiving such Event of DefaultGuarantor’s rights or remedies provided herein, at law, in equity, or otherwise; (d) Set off and apply to the Reimbursement Obligations any and all indebtedness at any time owing to or for the credit or the account of a Borrower held by Guarantor; (e) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Guarantor is hereby granted a license or other right, solely pursuant to the provisions of this Section 7, to use, without further charge, Borrowers’ 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, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Guarantor’s exercise of its rights under this Section 7, each Borrower’s rights under all licenses and all franchise agreements shall inure to Guarantor’s benefit; (f) Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrowers’ premises) as Guarantor determines is commercially reasonable, and apply any proceeds to the Secured Obligations in whatever manner or order Guarantor deems appropriate. If Guarantor sells any of the Collateral upon credit, Borrowers will be credited only with payments actually made by the purchaser, received by Guarantor, and applied to the indebtedness of the purchaser. If the purchaser fails to pay for the Collateral, Guarantor may resell the Collateral and Borrowers shall be credited with the proceeds of the sale; (g) Guarantor may credit bid and purchase at any public sale; (h) Apply for the appointment of a receiver, trustee, liquidator or conservator of the Collateral, without notice or demand on the Assignor, and without regard to the adequacy of the security for the obligations secured hereby, Reimbursement Obligations and without releasing regard to the Assignor or solvency of any guarantor Borrower; and (i) Any deficiency that exists after disposition of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted Collateral as provided above will be paid immediately by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances Borrowers. Borrowers shall be liable for all rentsexpenses incurred by Guarantor in connection with protecting his interests and enforcing his remedies under this Agreement, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents including without limitation reasonable legal and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents expenses and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance attorney’s fees. After disposition of any of the covenantsCollateral, termsGuarantor may deduct such expenses, conditions and agreements contained in shall apply the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein residue of the Assignor proceeds to, or hold as a reserve against, the Secured Obligations in such manner and as Guarantor in its sole discretion shall determine. Any amount of proceeds remaining after payment of the Secured Obligations in full shall be paid to Borrowers or to such extent as the Assignee others Persons who may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmentlawfully entitled to them.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence and during the continuance continuation of any Event of Default, the AssigneeHolder may by notice to ETI and/or EES, take either or both of the following actions, at its optionthe same or different times: (i) terminate the Commitment immediately, and (ii) declare the Loan then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of such portion of the Loan so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of ETI and/or EES accrued hereunder or under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by ETI and EES; and in case of any event with respect to ETI and/or EES described in clause (f) or (g) of Section 11, the Commitment shall automatically terminate and the principal of the entire Loan then outstanding, together with accrued interest thereon and all fees and other obligations of ETI and EES accrued hereunder or under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by ETI and EES. In addition to the remedies set out above, the Holder shall also have the right to exercise any one or more all the rights and remedies conferred under the Loan Documents and all the rights and remedies of a secured party under the UCC. Without limitation, the Holder shall have the following rights and remedies without powers: (i) The Holder shall have the right (but not the obligation) to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any obligation person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and ETI and/or EES shall assemble the Collateral and make it available to do sothe Holder at places which the Holder shall reasonably select, whether at ETI’s and/or EES’s premises or elsewhere, and make available to the Holder, without rent, all of ETI’s and/or EES’s respective premises and facilities for the purpose of the Holder taking possession of, removing or putting the Collateral in any way waiving such Event of Default, without further notice saleable or demand on disposable form. (ii) The Holder shall have the Assignor, without regard right (but not the obligation) to exercise all rights with respect to the adequacy Collateral as if it were the sole and absolute owner thereof. (iii) The Holder shall have the right (but not the obligation) to operate the business of ETI and/or EES using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the security for the obligations secured herebyCollateral, without releasing the Assignor at public or any guarantor of the Note from any obligationprivate sale or otherwise, and either with or without bringing any action special conditions or proceeding stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Holder may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to foreclose ETI and/or EES or right of redemption of ETI and/or EES, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Mortgage Holder may, unless prohibited by applicable law which cannot be waived, purchase all or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance part of the principal sum Collateral being sold, free from and discharged of the Noteall trusts, together with all accrued claims, right of redemption and unpaid interest thereonequities of ETI and/or EES, immediately due which are hereby waived and payablereleased. (b) Notwithstanding anything in this Section 13 to the contrary, the Holder shall comply with any applicable law in connection with the taking possession of, exercising rights over, holding and/or disposing of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Assignee Holder may enter upon sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Holder sells any of the Collateral on credit, ETI and EES will only be credited with payments actually made by the purchaser. In addition, ETI and EES waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of the Holder’s rights and remedies hereunder, including, without limitation, their rights following an Event of Default to take immediate possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, Collateral and to do any other act which the Assignee deems necessary or properexercise its rights and remedies with respect thereto. (c) The Assignee may either ETI and EES each hereby irrevocably appoints the Holder as its attorney-in-fact, with full authority in the place and stead of ETI and/or EES and in the name of ETI, EES, the Holder or without taking possession otherwise, from time to time after an Event of Default shall have occurred, in the PremisesHolder’s discretion, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee take any action and to comply with execute any notice instrument which the Holder may deem necessary or demand by advisable to accomplish the Assignee for observance or performance purposes of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneethis Agreement. (d) The Assignee may make any payment or do any act required herein Upon the Holder’s request, ETI and EES shall assist the Holder in the liquidation of the Assignor Collateral upon an Event of Default. (e) In the event that the Holder takes possession of the Collateral after an Event of Default, upon the Holder’s request, ETI and EES shall grant the Holder a royalty free license with respect to any other assets or rights of ETI and/or EES that are necessary or useful to the operation or liquidation of the Collateral, on terms that are negotiated in such manner good faith by and to such extent as among ETI, EES and the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentHolder.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence and during the continuance of any Event of DefaultDefault and at any time thereafter, the AssigneeHolder, at its optionacting through the Agent, may shall have the right to exercise any one or more all of the remedies conferred hereunder and under the Debenture, and the Holder shall have all the rights and remedies of a mortgagee under Indiana law and a secured party under the UCC as to applicable portions of the Mortgaged Property. Without limitation, the Agent, for the benefit of the Holder, shall have the following rights and remedies powers: (i) The Agent shall have the right and power to sell, to the extent permitted by law, at one or more sales, as an entirety or in parcels or portions, as it may elect, the Mortgaged Property, at such place or places and otherwise in such manner and upon such notice as may be required by law or in the absence of any such requirement as the Agent may deem appropriate, and to make conveyance to the purchaser or purchasers. The Agent may postpone the sale of all or any portion of the Mortgaged Property by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at time of sale fixed by the preceding postponement. The right of sale hereunder shall not be exhausted by one or any sale, and the Agent may make other and successive sales until all of the Mortgaged Property is legally sold. It shall not be necessary for the Agent to be physically present at any such sale or to have constructively in their possession any or all of the personal property covered by this instrument, and the Company shall deliver all of such personal property to the purchaser at such sale on the date of sale, and if it should be impossible or impracticable to make actual delivery of such property, then the title and right of possession to such property shall pass to the purchaser at such sale as completely as if the same had been actually present and delivered. (ii) The Agent may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of all or any portion of the Mortgaged Property, or for the specific performance of any covenant or agreement herein contained, or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any foreclosure hereunder or the sale of all or any portion of the Mortgaged Property, or for the enforcement of any other appropriate legal or equitable remedy. (iii) The Agent and the Holder, and each of them, shall have the right to become the purchaser at any sale held by it or by any court, receiver or public officer, and the Holder, and each of them, shall have the right to credit upon the amount of the bid made therefor, the amount payable out of the net proceeds of such sale to it. Recitals contained in any conveyance made to any purchaser at any sale made hereunder shall conclusively establish the truth and accuracy of the matters therein stated, including, without limiting the generality of the foregoing, nonpayment of the unpaid principal sum of, and the interest accrued on the Obligations after the same have become due and payable, advertisement and conduct of such sale in the manner provided. (iv) Any sale or sales of the Mortgaged Property, whether under the power of sale herein granted and conferred or by virtue of judicial proceedings, shall operate to divest all right, title, interest, claim and demand whatsoever either at law or in equity, of the Company of, in and to the premises and the property sold, and shall be a perpetual bar, both at law and in equity, against the Company, the Company's successors or assigns, and against any obligation and all persons claiming or who shall thereafter claim all or any of the property sold from, through, or under the Company, or the Company's successors or assigns; nevertheless, the Company, if requested by the Agent to do so, shall join in the execution and delivery of all proper conveyances, assignments and transfers to the properties so sold. (v) The Bank may elect to treat the fixtures constituting a part of the Mortgaged Property as either real property collateral or personal property collateral and proceed to exercise such rights as apply to such type of collateral. (vi) Upon any sale, whether made under the power of sale herein granted and conferred or by virtue of judicial proceedings, the receipt of the Agent, or of the officer making sale under judicial proceedings, shall be sufficient discharge to the purchaser or purchasers at any sale for his or their purchase money, and such purchaser or purchasers, or his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Agent or of such officer therefor, be obliged to see to the application of such purchase money, or be in anywise answerable for any loss, misapplication or non-application thereof. (vii) The Agent and the Holder shall have all rights and remedies granted by law, and particularly by the UCC, including, but not limited to, the right to take possession of all Operating Equipment or other personal property constituting a part of the Mortgaged Property, and for this purpose the Agent (or any person, firm or corporation designated by the Agent) may enter upon any premises on which any or all of such personal property is situated and take possession of and operate such personal property (or any portion thereof) or remove it therefrom. The Agent, or any person, firm or corporation designated by the Agent, may operate the same without any liability to the Company in connection with such operations, except to use ordinary care in the operation of such properties, and the Agent or any way waiving person, firm or corporation designated by the Agent, shall have the right to collect, receive and receipt for all Hydrocarbons produced and sold from said properties, to make repairs, purchase machinery and equipment, conduct work-over operations, drill additional wells and to exercise every power, right and privilege of the Company with respect to the Mortgaged Property. When and if the expenses of such operations and development (including costs of unsuccessful work-over operations or additional wells) have been paid and t▇▇ ▇▇ligations paid, said properties shall, if there has been no sale or foreclosure, be returned to the Company. The Agent may require the Company to assemble such personal property and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to all parties. (viii) Without limitation, and in addition to all other rights and appointments, the Company hereby irrevocably authorizes and empowers the Agent, at the Agent's election exercisable at any time or from time to time from and after an Event of Default, to demand, collect and receive any and all proceeds, including without further limitation proceeds payable upon the sale of Hydrocarbons produced form the Mortgaged Property, to endorse and cash any checks and drafts payable to the Company for the account of the Company received from or in connection therewith and to execute any release, receipt, division order, transfer order, relinquishment or other instrument that may be required or necessary to collect and receive the same. From and after such election by the Agent, the Company hereby irrevocably authorizes and directs all operators, purchasers, pipeline companies, gathering companies, processors and other persons producing, purchasing, taking, processing or receiving any Hydrocarbons from the Mortgaged Property, owing any proceeds, or having in their possession any proceeds, to pay, perform and/or deliver all such proceeds directly to the Agent at the Agent's office address or to such other location as the Agent may from time to time direct. The Company agrees that all division orders, transfer orders, receipts and other instruments that the Agent may from time to time execute and deliver for the purpose of collecting or receipting for such proceeds may be relied upon in all respects, and that the same shall be binding upon the Company and the Company's successors, assigns, heirs, executors, administrators and legal representatives. (ix) Upon direction from the Agent, the Company promptly execute and deliver all necessary, convenient or appropriate instruments, including transfer orders, payment orders, division orders and other instruments, as may be needed by the Agent or requested by the Agent incident to having all proceeds of the Mortgaged Property paid, delivered, performed or otherwise made directly to the Agent at its office or to such other location as the Agent may from time to time direct. The Agent is irrevocably authorized to collect, receive and receipt for all such proceeds of the Mortgaged Property, and no party making payment or delivering any proceeds to the Agent shall have any responsibility to review the application of any proceeds paid or delivered to the Agent but shall be fully protected in making such payment to the Agent under the assignments herein contained. Should the Agent bring suit against any third party for collection of any amounts or sums included within this assignment (and the Agent shall have the right to bring any such suit), it may sue either in its own name or in the name of the Company. (x) Upon notice to the Company by Agent, all rights of the Company to exercise the voting and other consensual rights which it would otherwise be entitled to exercise with respect to the Mortgaged Property and all rights of the Company to receive the royalties, payments and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Holder, any interest, royalties or demand other payments on the AssignorMortgaged Property and, at the option of Agent, to exercise in such Agent's discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but not the obligation) to exercise all rights with respect to the Mortgaged Property as if it were the sole and absolute owner thereof, including, without regard limitation, to vote and/or to exchange, at its sole discretion, any or all of the Mortgaged Property in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Mortgaged Property or the Company or any of its direct or indirect subsidiaries. (xi) The Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts, relating to the adequacy Mortgaged Property, to make payments directly to the Agent, on behalf of the security Holder, and to enforce the Company's rights against such account debtors and obligors. (xii) The Agent, for the obligations secured hereby, without releasing the Assignor or any guarantor benefit of the Note from Holder, may (but is not obligated to) direct any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage financial intermediary or any other lien person or security interest granted entity holding any investment property, relating to the Mortgaged Property, to transfer the same to the Agent, on behalf of the Holder, or its designee. (xiii) All costs and expenses (including reasonable attorneys? fees) incurred by the Loan Documents: (a) The Assignee may declare Agent or the unpaid balance Holder in protecting and enforcing its rights hereunder shall constitute a demand Obligation owing by the Company to the party incurring such costs and expenses and shall bear interest at the rate of 18% per annum, all of which shall constitute a portion of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payableObligations. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment Agent shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand applicable law in connection with a disposition of Mortgaged Property and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Mortgaged Property. The Agent may sell the Mortgaged Property without giving any warranties and may specifically disclaim such warranties. If the Agent sells any of the Mortgaged Property on credit, the Company will only be credited with payments actually made by the Assignee for observance or performance purchaser. In addition to the extent permitted by law, the Company waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the covenantsAgent's rights and remedies hereunder, termsincluding, conditions and agreements contained in the Leases without limitation, its right following an Event of Default to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein take immediate possession of the Assignor in such manner Mortgaged Property and to such extent as the Assignee may deem necessary, exercise its rights and any amount so paid by the Assignee shall become immediately due and payable by the Assignor remedies with interest thereon until paid at the Default Rate and shall be secured by this Assignmentrespect thereto.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of (a) If any Event of DefaultDefault shall occur and be continuing, Secured Parties or Agent may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the AssigneeCredit Agreement, the other Loan Documents, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any of Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Parties and Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at places which Agent shall reasonably select, whether at Grantor’s premises or elsewhere. If any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, the Agent shall have the right, at its option, may exercise to do such rebuilding, repairing, preparation, processing or completion of manufacturing, for the purpose of putting the Collateral in such salable or disposable form as it shall deem appropriate. Agent shall apply the net proceeds of any one such collection, recovery, receipt, appropriation, realization or more sale as provided in Section 7(d) hereof, Grantor remaining liable with respect to its Obligations to the extent of any deficiency between the amount of the following rights proceeds of the Collateral granted by it hereunder and remedies without the aggregate amount of such Obligations, and only after so paying over such net proceeds and after the payment by Agent of any obligation other amount required by any provision of law, including any applicable provision of Article 9 of the UCC, need Agent account for the surplus, if any, to do soGrantor. To the maximum extent permitted by applicable law, without in any way waiving Grantor waives all claims, damages, and demands against Secured Parties and Agent arising out of the repossession, retention or sale of the Collateral except such Event as arise out of Defaultthe gross negligence or willful misconduct of Secured Parties or Agent. Grantor agrees that Agent need not give more than ten (10) days’ notice (which notification shall be deemed given when mailed or delivered on an overnight basis, without further notice or demand postage prepaid, addressed to Grantor at its address referred to on the Assignor, without regard to the adequacy signature page of the security Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Secured Parties and Agent are entitled, Grantor also being liable for the obligations secured hereby, without releasing the Assignor or reasonable fees of any guarantor of the Note from any obligation, attorneys employed by Secured Parties and with or without bringing any action or proceeding Agent to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payablecollect such deficiency. (b) The Assignee may enter upon Grantor also agrees to pay all out-of-pocket expenses incurred by the Secured Parties (including the fees, charges and take possession disbursements of any counsel for the PremisesSecured Parties), either in person connection with the enforcement or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period protection of time as the Assignee may deem necessary or proper, its rights in connection with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properthis Security Agreement. (c) The Assignee may either with or without taking possession of the PremisesGrantor hereby waives presentment, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction protest or any notice (to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand maximum extent permitted by the Assignee for observance or performance applicable law) of any of the covenants, terms, conditions and agreements contained kind in the Leases to be observed connection with this Security Agreement or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneeany Collateral. (d) The Assignee may make proceeds of any payment sale, disposition or do other realization upon all or any act required herein part of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and Collateral shall be secured distributed by this AssignmentAgent, on behalf of Secured Parties, in the order set forth in Section 8.03 of the Credit Agreement. (e) To the extent permitted by applicable law, Grantor waives all claims, damages and demands against the Agent and Secured Parties arising out of the repossession, removal, retention, sale or lease of the Collateral except to extent the same claims, damages and demands are due to Agent or Secured Parties’ gross negligence or willful misconduct.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of Default, Borrower agrees that Lender may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Borrower and in and to the AssigneeProperty, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at its optionsuch time and in such order as Lender may determine, in their sole discretion, without impairing or otherwise affecting the other rights and remedies of Lender: declare the entire unpaid Debt to be immediately due and payable; institute proceedings, judicial or otherwise, for the complete foreclosure of this Security Instrument under any applicable provision of law, in which case the Property or any interest therein may exercise any be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the following Debt then due and payable, subject to the continuing lien and security interest of this Security Instrument for the balance of the Debt not then due, unimpaired and without loss of priority; sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Borrower therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entity or in parcels, at such time and place, upon such terms and after such notice thereof, all as may be required or permitted by law; and, without limiting the foregoing: In connection with any sale or sales hereunder, Lender shall be entitled to elect to treat any of the Property which consists of a right in action or which is property that can be severed from the Real Property covered hereby or any improvements without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of Real Property. Where the Property consists of Real Property, Personal Property, Equipment or Fixtures, whether or not such Personal Property or Equipment is located on or within the Real Property, Lender shall be entitled to elect to exercise its rights and remedies without against any obligation or all of the Real Property, Personal Property, Equipment and Fixtures in such order and manner as is now or hereafter permitted by applicable law; Lender shall be entitled to do soelect to proceed against any or all of the Real Property, without Personal Property, Equipment and Fixtures in any way waiving manner permitted under applicable law; and if Lender so elects pursuant to applicable law, the power of sale herein granted shall be exercisable with respect to all or any of the Real Property, Personal Property, Equipment and Fixtures covered hereby, as designated by Lender, and Lender is hereby authorized and empowered to conduct any such sale of any Real Property, Personal Property, Equipment and Fixtures in accordance with the procedures applicable to Real Property; Should Lender elect to sell any portion of the Property which is Real Property or which is Personal Property, Equipment or Fixtures that the Lender has elected under applicable law to sell together with Real Property in accordance with the laws governing a sale of Real Property, Lender shall give such notice of Event of Default, if any, and election to sell as may then be required by law. Thereafter, upon the expiration of such time and the giving of such notice of sale as may then be required by law, and without further notice or the necessity of any demand on Borrower, Lender at the Assignortime and place specified in the notice of sale, shall sell such Real Property or part thereof at public auction to the highest bidder for cash in lawful money of the United States. Lender may from time to time postpone any sale hereunder by public announcement thereof at the time and place noticed therefor; If the Property consists of several lots, parcels or items of property, Lender shall, subject to applicable law, (A) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (B) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner Lender designates. Any Person, including Borrower or Lender, may purchase at any sale hereunder. Should Lender desire that more than one sale or other disposition of the Property be conducted, Lender shall, subject to applicable law, cause such sales or dispositions to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as Lender may designate, and no such sale shall terminate or otherwise affect the lien of this Security Instrument on any part of the Property not sold until all the Debt has been paid in full. In the event Lender elects to dispose of the Property through more than one sale, except as otherwise provided by applicable law, Borrower agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein such sale may be made; institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, in the Note, the Loan Agreement or in the other Loan Documents; recover judgment on the Note either before, during or after any proceedings for the enforcement of this Security Instrument or the other Loan Documents; apply for the appointment of a receiver, trustee, liquidator or conservator of the Property, without notice and without regard to for the adequacy of the security for the obligations secured herebyDebt and without regard for the solvency of Borrower, any guarantor, indemnitor with respect to the Loan or of any Person, liable for the payment of the Debt; the license granted to Borrower under SECTION 1.2 hereof shall automatically be revoked and Lender may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Borrower and its agents and servants therefrom, without releasing the Assignor liability for trespass, damages or any guarantor of the Note from any obligationotherwise and exclude Borrower and its agents or servants wholly therefrom, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of all books, records and accounts relating thereto and Borrower agrees to surrender possession of the PremisesProperty and of such books, either in person or by agent or by a receiver appointed by a courtrecords and accounts to Lender upon demand, and havethereupon Lender may (i) use, holdoperate, manage, lease control, insure, maintain, repair, restore and operate otherwise deal with all and every part of the same Property and conduct the business thereat; (ii) complete any construction on the Property in such terms manner and for such period of time form as the Assignee may deem necessary or proper, with full power to Lender deems advisable; (iii) make from time to time all alterations, renovationsadditions, repairs renewals, replacements and improvements to or replacements thereto or thereof as may seem proper on the Property; (iv) exercise all rights and powers of Borrower with respect to the AssigneeProperty, whether in the name of Borrower or otherwise, including, without limitation, the right to make, enforcecancel, enforce or modify and accept the surrender of Leases, to obtain and evict tenants, and demand, sue for, collect and receive all Rents of the Property and every pa▇▇ thereof; (v) require Borrower to fix pay monthly in advance to Lender, or modify rentsany receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupation of such part of the Property as may be occupied by Borrower; (vi) require Borrower to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereof, Borrower may be evicted by summary proceedings or otherwise; and (vii) apply the receipts from the Property to the payment of the Debt, in such order, priority and proportions as Lender shall deem appropriate in its sole discretion after deducting therefrom all expenses (including reasonable attorneys' fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, Other Charges, insurance and other expenses in connection with the Property, as well as just and reasonable compensation for the services of Lender, its counsel, agents and employees; exercise any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing: (i) the right to take possession of the Fixtures, the Equipment, the Personal Property or any part thereof, and to do take such other measures as Lender may deem necessary for the care, protection and preservation of the Fixtures, the Equipment, the Personal Property, and (ii) request Borrower at its expense to assemble the Fixtures, the Equipment, the Personal Property and make it available to Lender at a convenient place acceptable to Lender. Any notice of sale, disposition or other intended action by Lender with respect to the Fixtures, the Equipment, the Personal Property sent to Borrower in accordance with the provisions hereof at least ten (10) days prior to such action, shall constitute commercially reasonable notice to Borrower; apply any sums then deposited or held in escrow or otherwise by or on behalf of Lender in accordance with the terms of the Loan Agreement, this Security Instrument or any other act which Loan Document to the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession payment of the Premisesfollowing items in any order in its uncontrolled discretion: Taxes and Other Charges; Insurance Premiums; Interest on the unpaid principal balance of the Note; Amortization of the unpaid principal balance of the Note; All other sums payable pursuant to the Note, demandthe Loan Agreement, this Security Instrument and the other Loan Documents, including without limitation advances made by Lender pursuant to the terms of this Security Instrument; pursue such other remedies as Lender may have under applicable law; or apply the undisbursed balance of any Net Proceeds Deficiency deposit, together with interest thereon, to the payment of the Debt in such order, priority and proportions as Lender shall deem to be appropriate in its discretion. In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of Property, this Security Instrument shall continue as a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority. Lender reserves the right at any time to subordinate the lien of this Security Instrument to any one or more of the leases now or in the future pertaining to any part of the Property upon the unilateral execution and recording by Lender of said subordination agreement prior to the filing of any action by Lender to foreclose upon the Property, such subordination agreement to be effective as of the date of execution of this Security Instrument as to those leases identified by Lender in such subordination agreement. Notwithstanding the foregoing, Lender acknowledges that, upon recording, this Security Instrument shall be subject and subordinate to that certain ground lease between Glimcher Holdings Limited Partnership, as lessor, and Target Corporation, successor in interest to Dayton Hudson Corporation, as lessee, dated October 4, 1994, as mem▇▇▇▇▇▇▇▇▇ for▇▇ that certain Short Form of Lease, settledated October 4, compromise1994 and recorded on November 30, collect1994 in Lease Record 85, Page 63 in the Recorder's Office of Fairfield County, Ohio, as supplemented by that certain Common Area Agreement, dated October 4, 1994, and give acquittances for all rentsas further supplemented by that certain Acknowledgement, issuesSubordination, income Non-Disturbance and profits of Attornment Agreement, dated October 4, 1994, and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunderrecorded on November 30, 1994 in Misc. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the AssigneeVolume 85, without proof of default hereunderpage 76, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunderRecorder's Office of Fairfield County, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the AssigneeOhio(the "Ground Lease"). (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following Beginning on the occurrence and during the continuance of date which is ten (10)business daysafter any Event of DefaultDefault shall have occurred and while such Event of Default is continuing: Upon the written consent of the Required Purchasers, the AssigneeAgent may exercise in addition to all other rights and remedies granted to them under this Security Agreement and the Purchase Agreement all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, at its optionGrantor expressly agrees that in any such event the Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person, may exercise (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at Agent's offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the Required Purchasers' request, to assemble its Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at Grantor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(e) below, with Grantor remaining liable for any deficiency remaining unpaid after such application. Grantor agrees that the Agent need not give more than twenty (20) days' prior written notice of the following rights time and remedies without place of any obligation to do so, without in any way waiving such Event of Default, without further notice public sale or demand on the Assignor, without regard to the adequacy of the security for time after which a private sale may take place and that such notice is reasonable notification of such matters. As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when Agent shall determine to exercise its right to sell the obligations secured hereby, without releasing the Assignor whole or any guarantor part of such Collateral hereunder, such Collateral or the Note from part thereof to be sold shall not, for any obligationreason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the "Act"), the Agent may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on under such terms and for such period of time circumstances as the Assignee Agent may deem necessary or properadvisable, but subject to the other requirements of this Section 6(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Agent may, in its discretion, (i) in accordance with full power applicable securities laws, proceed to make from time such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to time all alterationseffect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, renovationsfor investment, repairs or replacements thereto or thereof as may seem proper and not with a view to the Assigneedistribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6(b), if any of such Collateral shall not be freely distributable to makethe public without registration under the Act at the time of any proposed sale hereunder, enforcethen the Agent shall not be required to effect such registration or cause the same to be effected but may, modify and accept in their discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the surrender of LeasesAgent may, to obtain and evict tenantsin its discretion, to fix or modify rents, and to do any other act which the Assignee deems deem necessary or proper. appropriate in order that such sale (cnotwithstanding any failure so to register) The Assignee may either be effected in compliance with or without taking possession the Bankruptcy Code and other laws affecting the enforcement of creditors' rights and the Act and all applicable state securities laws. Grantor also agrees to pay all fees, costs and expenses of the PremisesAgent, including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. Grantor hereby waives presentment, demand, ▇▇▇ forprotest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. The Proceeds of any sale, settle, compromise, collect, and give acquittances for disposition or other realization upon all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement or any part of the Leases and all Collateral shall be distributed by the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction Agent in the following order of priorities, subject to any subordination to the tenants under the Leases Senior Lenders: , to Agent in an amount sufficient to pay in full the reasonable costs of the Agent in connection with such sale, disposition or other realization, including all rents fees, costs, expenses, liabilities and other amounts payable under the Leases advances incurred or made by Agent in connection therewith, including, without limitation, reasonable attorneys' fees; , to the Assignee, without proof Credit Parties in amounts proportional to the Pro Rata share of default hereunderthe then unpaid Secured Obligations of each Credit Party; and , upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any payment in full of the covenantsSecured Obligations, termsto Grantor or its representatives, conditions and agreements contained in accordance with the Leases to be observed UCC or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection as a court of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneecompetent jurisdiction may direct. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following 4.01 Upon the occurrence and during the continuance of any an Event of Default, the Assigneeany and all Obligations shall, at its Mortgagee's option, may exercise any one become immediately due and payable without notice or more demand, and the Mortgagee, with or without taking possession of the following rights and remedies without any obligation to do soCollateral, without may (i) collect all rents, payments in any way waiving such Event the nature of Defaultrents, without further notice or demand on the Assignor, without regard account receivables relating to the adequacy Collateral; (ii) sell, lease or otherwise dispose of any or all of the security for Collateral in its then condition or following such preparation or processing as Mortgagee deems advisable; (iii) without assuming the obligations secured herebyof Mortgagor thereunder, without releasing exercise the Assignor rights of Mortgagor under any contract, lease, permit, license or other beneficial right pertaining to any guarantor of the Note from any obligationCollateral; (iv) either directly, by agent, or by appointment of receiver, and with or without bringing any action or proceeding proceeding, maintain, repair and/or preserve the Collateral, construct the improvements thereon, or otherwise make alterations thereto, and/or manage, lease or operate the Collateral on such terms as Mortgagee in its sole discretion deems proper and appropriate; (v) exercise the Statutory Power of Sale; (vi) foreclose any and all rights of Mortgagor in and to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum Collateral; (vii) proceed by a suit or suits at law or in equity or by other appropriate proceedings or remedy to collect the Obligations; (viii) require Mortgagor to assemble any or all of the NoteRelated Personal Property and make it available to Mortgagee, together with all accrued at Mortgagor's sole risk and unpaid interest thereonexpense, immediately due and payable. in a place or places determined by Mortgagee; (bix) The Assignee may enter upon and take possession of any or all of the PremisesCollateral; and/or (x) exercise any other right or remedy of a mortgagee or secured party under the laws of the Commonwealth of Massachusetts. 4.02 This Mortgage is upon the STATUTORY CONDITION, either in person or by agent or by a receiver appointed by a court, and upon the breach of which Mortgagee shall have, holdin addition to all other rights and remedies hereunder, managethe STATUTORY POWER OF SALE. 4.03 All rights and remedies of Mortgagee hereunder shall be cumulative and not exclusive of any other rights and remedies available to Mortgagee at law or in equity. No indulgence, lease delay or omission by Mortgagee in exercising or enforcing any of its rights or remedies hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default hereunder shall operate as a waiver of any other Event of Default hereunder, nor as a continuing waiver. 4.04 Any sale or other disposition of the Related Personal Property may be at public or private sale and operate the same on upon such terms and in such manner as Mortgagee deems advisable. Mortgagee may conduct such sale or other disposition of the Related Personal Property upon the Real Property, in which event Mortgagee shall not be liable for any rent or charge for such period use of time the Real Property. Mortgagee may sell any of the Related Personal Property as part of the Assignee Real Property, or any portion or unit thereof, at the foreclosure sale or sales conducted pursuant hereto. Mortgagor waives any right to require marshalling of any of its assets in connection with any disposition conducted pursuant hereto, the single total price for the Collateral, or for such part thereof as is sold, may deem necessary be accepted by Mortgagee with no obligation to distinguish between the application of proceeds amongst the real or properpersonal property comprising the Collateral. If all or any portion of the Collateral is sold by Mortgagee, with full power Mortgagor shall pay Mortgagee, on demand, an amount equal to make one percent (1.00%) of the purchase price thereof, in addition to the Obligations and any other amounts due Mortgagee hereunder. The obligation of Mortgagor to pay such amounts shall be included in the Obligations and shall accrue interest at the highest rate applicable to any of the Obligations. 4.05 In the event Mortgagee, in the exercise of the Statutory Power of Sale contained herein, elects to sell the Collateral in parts or parcels, said sales may be held from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereundertime, and the Assignor power shall facilitate not be exhausted until all of the Collateral not previously sold shall have been sold and the Obligations paid in full. 4.06 Mortgagor hereby irrevocably constitutes and appoints Mortgagee as Mortgagor's true and lawful attorney in fact, to take, after the occurrence of an Event of Default, any action with respect to the Collateral to preserve, protect and/or realize upon Mortgagee's interest therein, all reasonable ways at the Assignee’s collection sole risk, costs and expense of Mortgagor, and for the sole benefit of Mortgagee. Mortgagee shall not be obligated to exercise such power, but if Mortgagee so elects to exercise it, Mortgagee shall not be accountable for more than it actually receives as a result of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein exercise of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate power and shall not be secured responsible to Mortgagor, except for Mortgagee's willful misconduct and actual bad faith. All powers conferred upon Mortgagee by this AssignmentMortgage, being coupled with an interest, shall be irrevocable until terminated by written instrument executed by Mortgagee.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence and during the continuance of any an Event of Default, Cadence shall have any and all rights and remedies existing at law or in equity and shall have the Assigneeright, at its optionsole election, may at any time to exercise any one or more all of such remedies concurrently, successively or separately, without notice to the Board (unless specifically stated in this Agreement). Without limiting the foregoing, Cadence may at its election declare any or all Schedules to be in default and exercise any and all rights and remedies specified in the applicable Schedule(s) as well as the following rights and remedies remedies: (i) proceed at law or in equity to enforce specifically the Board’s performance or to recover damages; (ii) require the Board to immediately assemble, make available and if requested by Cadence return the Equipment (or, if so requested, any Items designated by Cadence) to Cadence at a time and place designated by Cadence; (iii) enter any premises where any Item may be located and repossess, disable or take possession of such Item (and/or any attached or unattached parts) by self-help, summary proceedings or otherwise without any obligation liability for rent, costs, damages or otherwise; (iv) use the Board’s premises for storage without rent or liability; (v) sell, lease or otherwise dispose of the Equipment or such Items at private or public sale, in bulk or in parcels, with or without notice except to do sothe extent required by applicable law, and without having the Equipment or such Items present at the place of sale; (vi) disable or keep idle all or part of the Equipment or such Items; or (vii) accelerate the Board’s obligations and recover from the Board an amount equal to the sum of the following (the “Required Default Amount”): (A) the “Base Default Amount” set forth in the applicable Schedule; (B) all costs and expenses incurred by Cadence in any way waiving such repossession, transportation, recovery, storage, refurbishing, advertising, repair, sale, re-lease, or other disposition of the Equipment or Cadence enforcement of its rights hereunder, including Attorneys' Fees and any brokers’ or similar fees or any other fees, costs or expenses resulting from the Event of Default; plus (C) interest on the amounts due in Sections X(a)(vii) (A) and (B) from the date due until paid at a rate of eighteen percent (18%) per annum or the highest rate allowed by law, whichever is lower. ▇▇▇▇ ▇▇▇▇▇ 4/20/17 3:34 PM ▇▇▇▇ ▇▇▇▇▇ 4/20/17 3:34 PM (j ▇▇▇▇ ▇▇▇▇▇ 4/20/17 3:34 PM ▇▇▇▇ ▇▇▇▇▇ 4/20/17 3:34 PM Deleted: ; or ... [2] ▇▇▇▇ ▇▇▇▇▇ 4/20/17 3:34 PM {H0295464.3} 6 Notwithstanding the foregoing, upon the occurrence of an Event of Default under Section IX(d) or (e) above, the Board’s obligations hereunder shall automatically accelerate and the Board shall be deemed to immediately owe to Cadence, without further notice or demand on from Cadence, the Assignor, without regard to the adequacy Required Default Amount. The Board expressly acknowledges that this Agreement sets forth a reasonable amount and reasonable formula for calculation of liquidated damages in light of the security for the obligations secured hereby, without releasing the Assignor or anticipated harm caused by any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted default by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued Board hereunder and unpaid interest thereon, immediately due and payablethat such harm would otherwise be difficult or impossible to calculate or ascertain. (b) The Assignee may enter upon In the event the Board pays to Cadence the Required Default Amount and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable to Cadence hereunder as a result of the Event of Default (in good, collected and indefeasible funds) prior to the date Cadence enters into a contract or otherwise determines that it is obligated to a third party with respect to the disposition of the Equipment, Cadence shall release its security interest in the Equipment or transfer to the Board (without recourse, representation or warranty, “AS IS, WHERE IS”) any right, title or interest Cadence may have in such Equipment. In the event Cadence disposes of the Equipment, it shall apply the Net Proceeds (as hereinafter defined) to the Board’s obligations in the order Cadence determines. As used herein, the term “Net Proceeds” shall mean: (i) in the case of a purchase of the Equipment in immediately available funds by the Assignor with interest thereon until paid purchaser, the after-tax amount received by Cadence from said purchaser; or (ii) in the case of a purchase of the Equipment which Cadence finances pursuant to a lease intended as security or other equipment finance arrangement or in the case of a disposition pursuant to a true lease (any such leases or finance agreements being referred to hereinafter as a “Replacement Agreement”), an amount equal to the sum of all non-cancellable periodic payments and any purchase election, purchase requirement or balloon payment set forth in the Replacement Agreement, discounted to present value at the Default Rate and shall be secured implicit rate of the Replacement Agreement as determined by this AssignmentCadence.

Rights and Remedies Upon Default. At any time upon or following Beginning on the occurrence and during the continuance of date on which any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Default shall have occurred and remedies without any obligation to do so, without in any way waiving while such Event of DefaultDefault is continuing, without further notice or demand on the Assignor, without regard and subject to the adequacy rights of Bank under the security for Senior Credit Facility and the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsSubordination Agreement: (a) The Assignee may declare At the unpaid balance sole and absolute discretion of the principal sum Lenders’ Agent and for the benefit of the NoteSecured Parties, together the Lenders’ Agent may exercise in addition to all other rights and remedies granted to it under this Security Agreement all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Lenders’ Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with all accrued the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any Secured Party’s offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the Lenders’ Agent’s request, to assemble its Collateral and make it available to the Lenders’ Agent for the benefit of the Secured Parties at places which the Lenders’ Agent shall reasonably select, whether at Grantor’s premises or elsewhere. The Secured Parties shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(d), below, with Grantor remaining liable for any deficiency remaining unpaid interest thereon, immediately due after such application. Grantor agrees that the Secured Parties need not give more than ten (10) days’ notice of the time and payableplace of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. (b) The Assignee may enter upon Grantor also agrees to pay all fees, costs and take possession expenses of the PremisesSecured Parties, either including, without limitation, reasonable attorneys’ fees, incurred in person or by agent or by a receiver appointed by a court, connection with the enforcement of any of its rights and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properremedies hereunder. (c) The Assignee may either with or without taking possession of the PremisesGrantor hereby waives presentment, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction protest or any notice (to the tenants maximum extent permitted by applicable law or under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance Senior Credit Facility) of any of the covenants, terms, conditions and agreements contained kind in the Leases to be observed connection with this Security Agreement or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneeany Collateral. (d) The Assignee may make Proceeds of any payment sale, disposition or do other realization upon all or any act required herein part of the Assignor Collateral shall be received by the Lenders’ Agent and distributed by Lenders’ Agent to the Secured Parties to be applied to the Secured Obligations in such manner the following order of priorities: First, to the reasonable costs, fees and expenses incurred by Lenders’ Agent but not yet paid in connection with the sale, disposition or other realization on the Collateral, including all fees, costs, expenses, liabilities in connection therewith, including reasonable attorneys’ fees; Second the extent that any Secured Party has advanced to such extent as the Assignee may deem necessary, and Lenders’ Agent any amount so paid in connection with the sale, disposition or other realization on the Collateral, then to each Secured Party in an amount sufficient to pay in full the reasonable costs of such Secured Party actually advanced by such Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by any Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees; Third, to the Assignee shall become immediately due and payable by Secured Parties in amounts proportional to the Assignor with interest thereon until paid at Pro Rata share of the Default Rate and shall be secured by this Assignment.then unpaid Secured Obligations of each Secured Party;

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of (a) Borrower agrees that, if any Event of Default, Default (as defined in the Assignee, at its option, may exercise any one or more of the following rights Loan Agreement) shall have occurred and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard is continuing and not cured prior to the adequacy expiration of any applicable cure or grace periods set forth in the security for the obligations secured herebyLoan Agreement, without releasing the Assignor then and in every such case, Lender, in addition to any rights now or any guarantor of the Note from any obligationhereafter existing under applicable law, and with or without bringing any action or proceeding upon written notice to foreclose Borrower, shall have all rights as a secured creditor under the Mortgage or any other lien or security interest granted by the Loan DocumentsUCC in all relevant jurisdictions and may: (ai) The Assignee may declare the unpaid balance personally, or by agents or attorneys, immediately take or retake possession of the principal sum Collateral or any part thereof; (ii) instruct the obligor or obligors on any agreement, instrument or other obligation constituting the Collateral to make any payment required by the terms of such agreement, instrument or obligation directly to Lender; (iii) sell, assign or otherwise liquidate, or direct Borrower to sell, assign or otherwise liquidate, any or all of the NoteCollateral or any part thereof, together with all accrued and unpaid interest thereontake possession of the proceeds of any such sale or liquidation; and (iv) take possession of the Collateral or any part thereof by directing Borrower in writing to deliver the same to Lender at any place or places designated by Lender; it being understood that Borrower’s obligation so to deliver the Collateral is of the essence of this Agreement and that, immediately due and payableaccordingly, upon application to a court of equity having jurisdiction, Lender shall be entitled to a decree requiring specific performance by Lender of said obligation. (b) The Assignee may enter upon In the event that an Event of Default has occurred and take possession is continuing and not cured prior to the expiration of any applicable cure or grace periods set forth in the Loan Agreement, Borrower shall pay on demand all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred by or on behalf of Lender (i) in enforcing the Obligations, and (ii) in connection with the taking, holding, preparing for sale or other disposition, selling, managing, collecting, or otherwise disposing of the PremisesCollateral. All of such costs and expenses (collectively, either the “Liquidation Costs”) together with interest thereon at the interest rate specified in person the Note, from the date of payment until repaid in full, shall be paid by Borrower to Lender on demand and shall constitute and become a part of the Obligations secured hereby. Any proceeds of sale or other disposition of the Collateral will be applied by agent or by a receiver appointed by a courtLender to the payment of Liquidation Costs, and have, hold, manage, lease and operate the same on any balance of such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper proceeds will be applied by Lender to the Assigneepayment of the remaining Obligations in such order and manner of application as Lender may determine. Borrower hereby grants to Lender, to makeas security for the full and punctual payment and performance of the Obligations, enforcea continuing security interest in and lien on all now or hereafter existing balances, modify and accept the surrender of Leasescredits, to obtain and evict tenantsaccounts, to fix or modify rentsdeposits, and all other sums credited by, maintained with, or due from Lender or any affiliate of Lender to do Borrower; and regardless of the adequacy of any Collateral or other act which means of obtaining repayment of the Assignee deems necessary Obligations, Lender may at any time and without notice to Borrower set off the whole or properany portion or portions of any or all such balances, credits, accounts, deposits, and other sums against any and all of the Obligations. (c) The Assignee may either with If the sale or without taking possession other disposition of the PremisesCollateral fails to satisfy in full the Obligations, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances Borrower shall remain liable to Lender for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneedeficiency. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of After any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Default shall have occurred and remedies without any obligation to do so, without in any way waiving while such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsDefault is continuing: (a) The Assignee may declare Upon the unpaid balance written consent of the principal sum Majority Lenders, the Secured Parties may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Notes and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the Noteforegoing, together the Grantor expressly agrees that in any such event the Secured Parties, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by a Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any Secured Party’s offices or elsewhere at such prices as they may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent the Grantor has the right to do so, the Grantor authorizes any Secured Party, on the terms set forth in this Section 6 to enter the premises where the Collateral is located during normal business hours, to take possession of the Collateral, or any part of it, and to pay, purchase, contact, or compromise any encumbrance, charge, or lien which, in the opinion of any Secured Party, appears to be prior or superior to its security interest. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Grantor hereby releases. The Grantor further agrees, at the Majority Lenders’ request, to assemble its Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably select, whether at Grantor’s premises or elsewhere. The Secured Parties shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(f) below and only after so paying over such net proceeds and after the payment by the Secured Parties of any other amount required by any provision of law, remit the surplus from the Secured Parties’ account, if any, to Grantor. To the maximum extent permitted by applicable law, the Grantor waives all accrued claims, damages, and unpaid interest thereondemands against the Secured Parties arising out of the repossession, immediately due retention or sale of the Collateral. The Grantor agrees that the Secured Parties need not give more than ten (10) days’ notice of the time and payableplace of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which the Secured Parties are entitled from Grantor, such Grantor also being liable for the attorney costs of any attorneys employed by the Secured Parties to collect such deficiency. (b) The Assignee may enter upon As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Secured Parties shall determine to exercise their right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), the Secured Parties may, in their discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on under such terms and for such period of time circumstances as the Assignee Secured Parties may deem necessary or properadvisable, but subject to the other requirements of this Section 6(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Secured Parties may, in their discretion, (i) in accordance with full power applicable securities laws, proceed to make from time such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to time all alterationseffect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, renovationsfor investment, repairs or replacements thereto or thereof as may seem proper and not with a view to the Assigneedistribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6(b), if any of such Collateral shall not be freely distributable to makethe public without registration under the Act at the time of any proposed sale hereunder, enforcethen the Secured Parties shall not be required to effect such registration or cause the same to be effected but may, modify and accept in their discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the surrender of LeasesSecured Parties may, to obtain and evict tenantsin their discretion, to fix or modify rents, and to do any other act which the Assignee deems deem necessary or properappropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (c) The Assignee may either with Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or without taking possession of otherwise, the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and Secured Parties are hereby authorized to comply with any notice limitation or demand restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the Assignee number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for observance their own account for investment and not with a view to the distribution or performance resale of such Collateral), or in order to obtain any required approval of the covenants, terms, conditions and agreements contained in sale or of the Leases to be observed or performed purchaser by the tenants thereunderany governmental authority, and the Assignor Grantor further agrees that such compliance shall facilitate not result in all such sale being considered or deemed not to have been made in a commercially reasonable ways manner, nor shall the Assignee’s collection Secured Parties be liable nor accountable to a Grantor for any discount allowed by the reason of the fact that such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all Collateral is sold in compliance with any such rents and other amounts to the Assigneelimitation or restriction. (d) The Assignee may make any payment or do any act required herein Grantor also agrees to pay all fees, costs and expenses of the Assignor Secured Parties, including, without limitation, reasonable attorneys’ fees, incurred in such manner connection with the enforcement of any of their rights and remedies hereunder. (e) The Grantor hereby waives presentment, demand, protest or any notice (to such the maximum extent as permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (f) The Proceeds of any sale, disposition or other realization upon all or any part of the Assignee may deem necessary, and any amount so paid Collateral shall be distributed by the Assignee shall become immediately due Secured Parties in the following order of priorities: FIRST, to each Secured Party in an amount sufficient to pay in full the reasonable costs of such Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and payable advances incurred or made by any Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees; SECOND, to the Assignor with interest thereon until paid at Secured Parties in amounts proportional to the Default Rate and shall be secured by this Assignment.Pro Rata share of the then unpaid Secured Obligations of each Secured Party; and

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of Default, the AssigneeBank without demand of performance or other demand, at its optionpresentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Borrower, the Guarantor or any other person (all and each of which demands, presentments, protests, advertisements and notices are hereby waived), may exercise any one or more of the following all rights and remedies without any obligation to do sounder the Borrower’s or the Guarantor’s agreements with the Bank or its Affiliates, without applicable law, in any way waiving such Event of Default, without further notice equity or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor otherwise and may declare all or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance part of any of the covenants, terms, conditions and agreements contained in the Leases Obligations not payable on demand to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by without demand or notice of any kind and terminate any obligation it may have to grant any additional loan, credit or other financial accommodation to the Assignor with interest thereon until paid at Borrower or the Default Rate and Guarantor. All or any part of any Obligations whether or not payable on demand, shall be secured by this Assignmentimmediately due and payable automatically upon the occurrence of an Event of Default in Section 6(a)(vi) above. The provisions hereof are not intended in any way to affect any rights of the Bank with respect to any Obligations which may now or hereafter be payable on demand. With respect to all Letters of Credit (as defined in the Note) that shall not have matured or presentment for honor shall not have occurred, the Borrower shall provide the Bank with Cash Collateral in an amount equal to the aggregate undrawn amount of such Letters of Credit. Such Cash Collateral shall be applied to reimburse the Bank for drawings under Letters of Credit for which the Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other Obligations, with any amount remaining after such satisfactions to be returned to the Borrower or paid to such other party as may legally be entitled to the same.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Default and remedies without any obligation to do so, without in any way waiving while such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsDefault is continuing: (a) The Assignee may declare Upon the unpaid balance written consent of the principal sum Required Lenders, the Secured Parties may exercise in addition to all other rights and remedies granted to it under this Security Agreement and the Purchase Agreement all rights and remedies of a secured party under the UCC. Without limiting the generality of the Noteforegoing, together Grantor expressly agrees that in any such event the Secured Parties, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with all accrued the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any Secured Party’s offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the Required Lender’s request, to assemble its Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably select, whether at Grantor’s premises or elsewhere. The Secured Parties shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(e), below, with Grantor remaining liable for any deficiency remaining unpaid interest thereon, immediately due after such application. Grantor agrees that the Secured Parties need not give more than twenty (20) days’ notice of the time and payableplace of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. (b) The Assignee may enter upon As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when Secured Parties shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), the Secured Parties may, in their discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on under such terms and for such period of time circumstances as the Assignee Secured Parties may deem necessary or properadvisable, but subject to the other requirements of this Section 6(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Secured Parties may, in their discretion, (i) in accordance with full power applicable securities laws, proceed to make from time such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to time all alterationseffect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, renovationsfor investment, repairs or replacements thereto or thereof as may seem proper and not with a view to the Assigneedistribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6(b), if any of such Collateral shall not be freely distributable to makethe public without registration under the Act at the time of any proposed sale hereunder, enforcethen the Secured Parties shall not be required to effect such registration or cause the same to be effected but may, modify and accept in their discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the surrender of LeasesSecured Parties may, to obtain and evict tenantsin their discretion, to fix or modify rents, and to do any other act which the Assignee deems deem necessary or properappropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases Grantor also agrees to pay all rents fees, costs and other amounts payable under expenses of the Leases to the AssigneeSecured Parties, including, without proof of default hereunderlimitation, upon receipt from reasonable attorneys’ fees, incurred in connection with the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance enforcement of any of the covenants, terms, conditions its rights and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneeremedies hereunder. (d) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (e) The Assignee may make Proceeds of any payment sale, disposition or do other realization upon all or any act required herein part of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid Collateral shall be distributed by the Assignee shall become immediately due Secured Parties in the following order of priorities: FIRST, to each Secured Party in an amount sufficient to pay in full the reasonable costs of such Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and payable advances incurred or made by any Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees; SECOND, to the Assignor with interest thereon until paid at Secured Parties in amounts proportional to the Default Rate and shall be secured by this Assignment.Pro Rata share of the then unpaid Secured Obligations of each Secured Party; and

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of a Default, the Assignee, at its option, may exercise any one or more of the following CDF shall have all rights and remedies without any obligation to do so, without of a secured party under the UCC as in effect in any way waiving such Event of Default, applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. CDF may terminate any obligations it has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without further notice or demand on the Assignor, without regard demand. Dealer waives notice of intent to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligationaccelerate, and of acceleration of any Obligations. CDF may enter any premises of Dealer, with or without bringing any action or proceeding process of law, without force, to foreclose search for, take possession of, and remove the Mortgage Collateral, or any other lien part thereof. If CDF requests, Dealer shall cease disposition of and shall assemble the Collateral and make it available to CDF, at Dealer’s expense, at a convenient place or security interest granted places designated by the Loan Documents: (a) The Assignee CDF. CDF may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the PremisesCollateral or any part thereof on Dealer’s premises and cause it to remain there at Dealer’s expense, either in pending sale or other disposition. Dealer agrees that the safe of inventory by CDF to a person who is liable to CDF under a guaranty, endorsement, repurchase agreement or by agent the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and Dealer waives any provision of such laws to that effect. Dealer agrees that the repurchase of inventory by a receiver appointed Vendor pursuant to a repurchase agreement with CDF shall be a commercially reasonable method of disposition. Dealer shall be liable to CDF for any deficiency resulting from CDF’s disposition, including without limitation a repurchase by a courtVendor, regardless of any subsequent disposition thereof. Dealer is not a beneficiary of, and havehas no right to require CDF to enforce, hold, manage, lease any repurchase agreement. Any notice of a disposition shall be deemed reasonably and operate properly given if given to Dealer at least ten (10) days before such disposition. If Dealer fails to perform any of its obligations under this Agreement CDF may perform the same on such terms and for such period of time as the Assignee may deem necessary in any form or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee manner CDF in its discretion deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collectdesirable, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so monies paid by the Assignee CDF in connection therewith shall become be additional Obligations and shall be immediately due and payable by the Assignor without notice together with interest thereon until paid payable on demand at the Default Rate Rate. All of CDF’s rights and remedies shall be secured by this Assignmentcumulative. At CDF’s request, or without request in the event of an Automatic Default, Dealer shall pay all Vendor Credits to CDF as soon as the same are received for application to the Obligations. Dealer authorizes CDF to collect such amounts directly from Vendors and, upon request of CDF, shall instruct Vendors to pay CDF directly. Dealer irrevocably waives any requirement that CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. CDF’s election to extend or not extend credit to Dealer is solely at CDF’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether CDF has accelerated any Obligations, CDF may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. At any time upon or following 7.1. Upon the occurrence and during the continuance continuation of any Event of Default, the Assignee, at its option, Administrative Agent may exercise do any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: following: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately Obligations Secured Hereby to be forthwith due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on whereupon such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee Obligations Secured Hereby shall become immediately due and payable without presentment, demand, protest or other notice of any kind; and/or (b) proceed to protect and enforce rights granted under this Pledge Agreement, the Credit Agreement or any of the other Loan Documents through other appropriate proceedings, and Administrative Agent shall have, without limitation, all of the rights and remedies provided by applicable law, including, without limitation, the rights and remedies of a secured party under the New York Uniform Commercial Code (the “UCC”) and, in addition thereto, Administrative Agent shall be entitled, at Administrative Agent’s option, to exercise all voting and corporate rights with respect to the Pledged Stock as it may determine, without liability therefor, but Administrative Agent shall not have any duty to exercise any voting and corporate rights in respect of the Pledged Stock and shall not be responsible or liable to Pledgor or any other person for any failure to do so or delay in so doing. 7.2. Without limiting the generality of any of the foregoing, if any Event of Default hereunder or under the Credit Agreement shall occur, Administrative Agent shall have the right to sell the Pledged Stock, or any 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 at such price or prices as Administrative Agent may deem best, and Administrative Agent may be the purchaser of any or all of the Pledged Stock so sold and thereafter Administrative Agent or any other purchaser shall hold the same free from any right or claim of whatsoever kind. Administrative Agent is authorized, at any such sale, if it deems it advisable so to do, to restrict the number of prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Pledged Stock and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Administrative Agent may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold. 7.3. Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Administrative Agent shall give Pledgor not less than ten days’ written notice of its intention to make any such public or private sale or at any broker’s board or on any securities exchange (with such notice to state the time and place of such sale), and Pledgor agrees that such notice shall be deemed reasonable. 7.4. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as Administrative Agent may fix in the notice of such sale. At any sale, the Pledged Stock may be sold in one lot as an entirety or in parts, as Administrative Agent may determine. Administrative Agent shall not be obligated to make any sale pursuant to any such notice. Administrative Agent may, without notice or publication, adjourn any 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 Pledged Stock on credit or for future delivery, the Pledged Stock so sold may be retained by Administrative Agent until the selling price is paid by the Assignor purchaser thereof, but Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold upon like notice. 7.5. Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. 7.6. On any sale of the Pledged Stock, Administrative Agent is hereby authorized to comply with interest thereon until paid any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any third party or any Governmental Authority or officer or court, including, without limitation, all limitations and restrictions imposed by federal and state banking laws and regulations. Compliance with the foregoing sentence shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. 7.7. In furtherance of the exercise by Administrative Agent of the rights and remedies granted to it hereunder, Pledgor agrees that, upon request of Administrative Agent and at the Default Rate expense of Pledgor, it will use its Best Efforts to obtain all third party and shall be secured governmental approvals necessary for or incidental to the exercise of remedies by this AssignmentAdministrative Agent with respect to the Pledged Stock or any part thereof, including, without limitation, applicable approvals from the FRB, the FDIC and the Illinois Department of Financial and Professional Regulation.

Rights and Remedies Upon Default. At any time upon or following 4.01 Upon the occurrence and during the continuance of any an Event of Default, the Assigneeany and all Obligations shall, at its Mortgagee’s option, may exercise any one become immediately due and payable without notice or more demand, and Mortgagee, with or without taking possession of the following rights and remedies without any obligation to do soCollateral, without may (a) collect all rents, payments in any way waiving such Event the nature of Defaultrents, without further notice or demand on the Assignor, without regard account receivables relating to the adequacy Collateral; (b) sell, lease or otherwise dispose of any or all of the security for Collateral in its then condition or following such preparation or processing as Mortgagee deems advisable; (c) without assuming the obligations secured herebyof Mortgagor thereunder, without releasing exercise the Assignor rights of Mortgagor under any contract, lease, permit, license or other beneficial right pertaining to any guarantor of the Note from any obligationCollateral; (d) either directly, by agent, or by appointment of receiver, and with or without bringing any action or proceeding proceeding, maintain, repair and/or preserve the Collateral, construct the improvements thereon, or otherwise make alterations thereto, and/or manage, lease or operate the Collateral on such terms as Mortgagee in its sole discretion deems proper and appropriate; (e) exercise the Statutory Power of Sale; (f) foreclose any and all rights of Mortgagor in and to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum Collateral; (g) proceed by a suit or suits at law or in equity or by other appropriate proceedings or remedy to collect the Obligations; (h) require Mortgagor to assemble any or all of the NoteRelated Personal Property and make it available to Mortgagee, together with all accrued at Mortgagor’s sole risk and unpaid interest thereonexpense, immediately due and payable. in a place or places determined by Mortgagee; (bi) The Assignee may enter upon and take possession of any or all of the PremisesCollateral; and/or (j) exercise any other right or remedy of a mortgagee or secured party under the laws of the Commonwealth of Massachusetts. 4.02 This Mortgage is upon the STATUTORY CONDITION, either in person or by agent or by a receiver appointed by a court, and upon the breach of which Mortgagee shall have, holdin addition to all other rights and remedies hereunder, managethe STATUTORY POWER OF SALE. 4.03 All rights and remedies of Mortgagee hereunder shall be cumulative and not exclusive of any other rights and remedies available to Mortgagee at law or in equity. No indulgence, lease delay or omission by Mortgagee in exercising or enforcing any of its rights or remedies hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default hereunder shall operate as a waiver of any other Event of Default hereunder, nor as a continuing waiver. 4.04 Any sale or other disposition of the Related Personal Property may be at public or private sale and operate the same on upon such terms and in such manner as Mortgagee deems advisable. Mortgagee may conduct such sale or other disposition of the Related Personal Property upon the Real Property, in which event Mortgagee shall not be liable for any rent or charge for such period use of time the Real Property. Mortgagee may sell any of the Related Personal Property as part of the Assignee Real Property, or any portion or unit thereof, at the foreclosure sale or sales conducted pursuant hereto. Mortgagor waives any right to require marshalling of any of its assets in connection with any disposition conducted pursuant hereto. In the event all or part of the Related Personal Property is included at any real estate foreclosure sale conducted pursuant hereto, the single total price for the Collateral, or for such part thereof as is sold, may deem necessary be accepted by Mortgagee with no obligation to distinguish between the application of proceeds amongst the real or properpersonal property comprising the Collateral. The obligation of Mortgagor to pay such amounts shall be included in the Obligations and shall accrue interest at the highest rate applicable to any of the Obligations. 4.05 In the event Mortgagee, with full power in the exercise of the Statutory Power of Sale contained herein, elects to make sell the Collateral in parts or parcels, said sales may be held from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereundertime, and the Assignor power shall facilitate not be exhausted until all of the Collateral not previously sold shall have been sold and the Obligations paid in full. 4.06 Mortgagor hereby irrevocably constitutes and appoints Mortgagee, as Mortgagors true and lawful attorney in fact, to take, after the occurrence of an Event of Default, any action with respect to the Collateral to preserve, protect and/or realize upon Mortgagee’s interest therein, all reasonable ways at the Assignee’s collection sole risk, cost and expense of Mortgagor, and for the sole benefit of Mortgagee. Mortgagee shall not be obligated to exercise such power, but if Mortgagee so elects to exercise it, Mortgagee shall not be accountable for more than it actually receives as a result of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein exercise of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate power and shall not be secured responsible to Mortgagor, except for Mortgagee’s willful misconduct, gross negligence or actual bad faith. All powers conferred upon Mortgagee by this AssignmentMortgage, being coupled with an interest, shall be irrevocable until terminated by written instrument executed by Mortgagee.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Events of Default specified in Section 10 (each a "Default"), and remedies without any obligation to do so, without subject in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard all cases to the adequacy terms of the security for Subordination Agreement: 11.1 Borrower shall pay to QIP, as liquidated damages and as part of the obligations secured herebyto QIP hereunder, without releasing interest at the Assignor or any guarantor rate of two percent (2%) per annum above the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare Prime Margin Rate upon the unpaid balance of the principal sum Loans or any other fees past due to SFM in respect of the NoteStandby Letter of Credit from the date of Default until the date of full payment of the obligations to QIP and SFM hereunder, together (ii) Borrower shall pay to QIP and SFM, as applicable, all costs, disbursements, charges and expenses for the collection and enforcement of the obligations to QIP or SFM, as applicable, hereunder, for the protection and enforcement of QIP's security interest, including attorneys' fees (both in-house and outside), and for any action or proceeding commenced or taken by QIP to seek or secure relief from the automatic stay or from any similar or other stay in effect under the Bankruptcy Code or any other insolvency statute, procedure, or case involving the Borrower, all of which shall be added to and deemed part of the obligations to QIP or SFM, as applicable, hereunder, and (iii) QIP shall have the right (in addition to any other rights QIP may have under this Agreement or otherwise) without further notice to Borrower, to enforce payment of the Receivables Collateral, to settle, compromise or release (in whole or in part) any amounts owing on the Receivables Collateral, to prosecute any action, suit or proceeding with respect to the Receivables Collateral, to extend the time of payment of any and all accrued Receivables Collateral, to make allowances and unpaid interest thereonadjustments with respect thereto, immediately due to issue credits in QIP's or Borrower's name, to sell, assign and payable. deliver the Receivable (bor any part thereof) or the Inventory (or any part thereof) or any other of the Collateral and any returned, reclaimed or repossessed merchandise or other property held by QIP or by Borrower for QIP's account, at public or private sale, at broker's board, for cash, upon credit or otherwise, at QIP's sole option and discretion, and QIP may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the giving of ten (10) days' notice by QIP, sent by certified mail return receipt requested, postage prepaid, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition of the Receivables Collateral, the Inventory or any other Collateral is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The Assignee net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by QIP to the payment of the obligations to QIP and SFM, as applicable, hereunder in such order as QIP may elect, and Borrower shall remain liable to QIP and SFM, as applicable, for any deficiency. Upon the occurrence of any Default, Borrower shall assemble all or any part of the Inventory or any other Collateral and make it available to QIP at a place to be designated by QIP, which is reasonably convenient to both parties. In addition, QIP may peaceably, by its own means or with judicial assistance, enter upon Borrower's or any other premises and take possession of the PremisesInventory or any other Collateral and remove or dispose of it on Borrower's premises and Borrower agrees that Borrower will not resist or interfere with any such action. To the full extent permitted by law, either in person or by agent or by a receiver appointed by a courtBorrower hereby expressly waives demand, notice of sale (except as herein provided), advertisement of sale and redemption before sale. 11.2 Upon the occurrence and during the continuance of any Default, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time subject in all alterations, renovations, repairs or replacements thereto or thereof as may seem proper cases to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession terms of the PremisesSubordination Agreement, demand, ▇▇▇ for, settle, compromise, collect, (i) QIP may send a notice of assignment and/or notice of QIP's security interest to any Account Debtors and give acquittances for all rents, issues, income and profits of and from thereafter QIP shall have the Premises and pursue all remedies for enforcement of sole right to collect the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.Receivables Collateral;

Rights and Remedies Upon Default. At If any time upon default or following the occurrence and during the continuance of any Event of DefaultDefault under the Loan Agreement, the AssigneeNotes, at its optionthis Pledge Agreement or any of the other Loan Documents shall occur and be continuing, Bank may exercise do any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: following: (ai) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately Obligations Secured Hereby to be forthwith due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on whereupon such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee Obligations Secured Hereby shall become immediately due and payable without presentment, demand, protest or other notice of any kind; and/or (ii) proceed to protect and enforce its rights under this Pledge Agreement, the Loan Agreement, and/or any of the other Loan Documents, and Bank shall have, without limitation, all of the rights and remedies provided by applicable law, including, without limitation, the rights and remedies of a secured party under the Uniform Commercial Code and, in addition thereto, Bank shall be entitled, at Bank's option, to exercise all voting and corporate rights with respect to the Pledged Stock as it may determine, without liability therefor, but Bank shall not have any duty to exercise any voting and corporate rights in respect of the Pledged Stock and shall not be responsible or liable to Pledgor or any other Person for any failure to do so or delay in so doing. Without limiting the generality of the foregoing, the Bank shall have the right to sell the Pledged Stock, or any 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 at such price or prices as the Bank may deem best, and the Bank may be the purchaser of any or all of the Pledged Stock so sold and thereafter the Bank or any other purchaser shall hold the same free from any right or claim of whatsoever kind. The Bank is authorized, at any such sale, if it deems it advisable so to do, to restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Pledged Stock and may otherwise require that such sale be conducted subject to restrictions as to such other matters as the Bank may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale the Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold. Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. In the event any notice is required in connection with any such sale, Pledgor agrees that if the Bank shall give Pledgor not less than ten (10) days' written notice of its intention to make any such public or private sale at broker's board or on a securities exchange, such notice shall be reasonable. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as the Bank may fix in the notice of such sale. At any sale the Pledged Stock may be sold in one lot as an entirety or in parts, as the Bank may determine. The Bank shall not be obligated to make any sale pursuant to any such notice. The Bank may, without notice or publication, adjourn any 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 Pledged Stock on credit or for future delivery, the Pledged Stock so sold may be retained by the Assignor Bank until the selling price is paid by the purchaser thereof, but the Bank shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold upon like notice. The Bank, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. On any sale of the Pledged Stock, the Bank is hereby authorized to comply with interest thereon until paid any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any third party or any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. In furtherance of the exercise by the Bank of the rights and remedies granted to it hereunder, Pledgor agrees that, upon request of the Bank and at the Default Rate expense of the Pledgor, it will use its best efforts to obtain all third party and shall be secured governmental approvals necessary for or incidental to the exercise of remedies by this Assignmentthe Bank with respect to the Pledged Stock or any part thereof.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of 7.1 If any Event of DefaultDefault under the Loan Agreement or a default or breach in any respect by Pledgor of any representation, warranty, covenant or agreement of Pledgor under this Pledge Agreement (after the Assigneeexpiration of any applicable cure period or grace period hereunder or thereunder, at its optionwhich breach shall be deemed an Event of Default under the Loan Agreement and an Event of Default hereunder) shall occur, Lender may exercise do any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: following: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately Obligations Secured Hereby to be forthwith due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on whereupon such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee Obligations Secured Hereby shall become immediately due and payable without presentment, demand, protest or other notice of any kind; and/or (b) proceed to protect and enforce its rights under this Pledge Agreement, the Notes, the Loan Agreement, or any of the other Loan Documents through other appropriate proceedings, and Lender shall have, without limitation, all of the rights and remedies provided by applicable law, including, without limitation, the Assignor rights and remedies of a secured party under the Illinois Uniform Commercial Code (the “UCC”) and, in addition thereto, Lender shall be entitled, at Lender’s option, to exercise all voting and corporate rights with interest thereon until paid respect to the Pledged Stock as it may determine, without liability therefor, but Lender shall not have any duty to exercise any voting and corporate rights in respect of the Pledged Stock and shall not be responsible or liable to Pledgor or any other person for any failure to do so or delay in so doing. 7.2 Without limiting the generality of the foregoing, if any Event of Default hereunder or under the Loan Agreement shall occur, Lender shall have the right to sell the Pledged Stock, or any 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 at such price or prices as Lender may deem best, and Lender may be the purchaser of any or all of the Pledged Stock so sold and thereafter Lender or any other purchaser shall hold the same free from any right or claim of whatsoever kind. Lender is authorized, at any such sale, if it deems it advisable so to do, to restrict the number of prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Pledged Stock and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Lender may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold. 7.3 Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Lender shall give Pledgor not less than ten days’ written notice of its intention to make any such public or private sale or at any broker’s board or on any securities exchange (with such notice to state the time and place of such sale), and Pledgor agrees that such notice shall be deemed reasonable. 7.4 Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as Lender may fix in the notice of such sale. At any sale, the Pledged Stock may be sold in one lot as an entirety or in parts, as Lender may determine. Lender shall not be obligated to make any sale pursuant to any such notice. Lender 7.5 Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. 7.6 On any sale of the Pledged Stock, Lender is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any third party or any governmental regulatory authority or officer or court, including, without limitation, all limitations and restrictions imposed by federal and state banking laws and regulations. Compliance with the foregoing sentence shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. 7.7 In furtherance of the exercise by Lender of the rights and remedies granted to it hereunder, Pledgor agrees that, upon request of Lender and at the Default Rate expense of Pledgor, it will use its Best Efforts to obtain all third party and shall be secured governmental approvals necessary for or incidental to the exercise of remedies by this AssignmentLender with respect to the Pledged Stock or any part thereof, including, without limitation, approvals from the FRB, the FDIC and the OCC.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of (a) Borrower agrees that, if any Event of Default, Default (as defined in the Assignee, at its option, may exercise any one or more of the following rights Loan Agreement) shall have occurred and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard is continuing and not cured prior to the adequacy expiration of any applicable cure or grace periods set forth in the security for the obligations secured herebyLoan Agreement, without releasing the Assignor then and in every such case, Lender, in addition to any rights now or any guarantor of the Note from any obligationhereafter existing under applicable law, and with or without bringing any action or proceeding upon written notice to foreclose Borrower, shall have all rights as a secured creditor under the Mortgage or any other lien or security interest granted by the Loan DocumentsUniform Commercial Code in all relevant jurisdictions and may: (ai) The Assignee may declare the unpaid balance personally, or by agents or attorneys, immediately take or retake possession of the principal sum Collateral or any part thereof; (ii) instruct the obligor or obligors on any agreement, instrument or other obligation constituting the Collateral to make any payment required by the terms of such agreement, instrument or obligation directly to Lender; (iii) sell, assign or otherwise liquidate, or direct Borrower to sell, assign or otherwise liquidate, any or all of the NoteCollateral or any part thereof, together with all accrued and unpaid interest thereontake possession of the proceeds of any such sale or liquidation; and (iv) take possession of the Collateral or any part thereof by directing Borrower in writing to deliver the same to Lender at any place or places designated by Lender; it being understood that Borrower's obligation so to deliver the Collateral is of the essence of this Agreement and that, immediately due and payableaccordingly, upon application to a court of equity having jurisdiction, Lender shall be entitled to a decree requiring specific performance by Lender of said obligation. (b) The Assignee may enter upon In the event that an Event of Default has occurred and take possession is continuing and not cured prior to the expiration of any applicable cure or grace periods set forth in the Loan Agreement, Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred by or on behalf of Lender (i) in enforcing the Obligations, and (ii) in connection with the taking, holding, preparing for sale or other disposition, selling, managing, collecting, or otherwise disposing of the PremisesCollateral. All of such costs and expenses (collectively, either the "Liquidation Costs") together with interest thereon at the interest rate specified in person the Note, from the date of payment until repaid in full, shall be paid by Borrower to Lender on demand and shall constitute and become a part of the Obligations secured hereby. Any proceeds of sale or other disposition of the Collateral will be applied by agent or by a receiver appointed by a courtLender to the payment of Liquidation Costs, and have, hold, manage, lease and operate the same on any balance of such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper proceeds will be applied by Lender to the Assigneepayment of the remaining Obligations in such order and manner of application as Lender may determine. Borrower hereby grants to Lender, to makeas security for the full and punctual payment and performance of the Obligations, enforcea continuing security interest in and lien on all now or hereafter existing balances, modify and accept the surrender of Leasescredits, to obtain and evict tenantsaccounts, to fix or modify rentsdeposits, and all other sums credited by, maintained with, or due from Lender or any affiliate of Lender to do Borrower; and regardless of the adequacy of any Collateral or other act which means of obtaining repayment of the Assignee deems necessary Obligations, Lender may at any time and without notice to Borrower set off the whole or properany portion or portions of any or all such balances, credits, accounts, deposits, and other sums against any and all of the Obligations. (c) The Assignee may either with If the sale or without taking possession other disposition of the PremisesCollateral fails to satisfy in full the Obligations, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances Borrower shall remain liable to Lender for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneedeficiency. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of 7.1. If any Event of DefaultDefault under the Loan Agreement or a default or breach in any respect by Pledgor of any representation, warranty, covenant or agreement of Pledgor under this Pledge Agreement (after the Assigneeexpiration of any applicable cure period or grace period hereunder or thereunder, at its optionwhich breach shall be deemed an Event of Default under the Loan Agreement and an Event of Default hereunder) shall occur, Lender may exercise do any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: following: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately Obligations Secured Hereby to be forthwith due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on whereupon such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee Obligations Secured Hereby shall become immediately due and payable without presentment, demand, protest or other notice of any kind; and/or (b) proceed to protect and enforce its rights under this Pledge Agreement, the Notes, the Loan Agreement, or any of the other Loan Document through other appropriate proceedings, and Lender shall have, without limitation, all of the rights and remedies provided by applicable law, including, without limitation, the rights and remedies of a secured party under the Illinois Uniform Commercial Code (the "UCC") and, in addition thereto, Lender shall be entitled, at Lender's option, to exercise all voting and corporate rights with respect to the Pledged Stock as it may determine, without liability therefor, but Lender shall not have any duty to exercise any voting and corporate rights in respect of the Pledged Stock and shall not be responsible or liable to Pledgor or any other person for any failure to do so or delay in so doing. 7.2. Without limiting the generality of the foregoing, if any Event of Default hereunder or under the Loan Agreement shall occur, Lender shall have the right to sell the Pledged Stock, or any 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 at such price or prices as Lender may deem best, and Lender may be the purchaser of any or all of the Pledged Stock so sold and thereafter Lender or any other purchaser shall hold the same free from any right or claim of whatsoever kind. Lender is authorized, at any such sale, if it deems it advisable so to do, to restrict the number of prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Pledged Stock and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Lender may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold. 7.3. Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Lender shall give Pledgor not less than ten (10) days' written notice of its intention to make any such public or private sale or at any broker's board or on any securities exchange (with such notice to state the time and place of such sale), and Pledgor agrees that such notice shall be deemed reasonable. 7.4. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as Lender may fix in the notice of such sale. At any sale, the Pledged Stock may be sold in one lot as an entirety or in parts, as Lender may determine. Lender shall not be obligated to make any sale pursuant to any such notice. Lender may, without notice or publication, adjourn any 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 Pledged Stock on credit or for future delivery, the Pledged Stock so sold may be retained by Lender until the selling price is paid by the Assignor purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold upon like notice. 7.5. Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. 7.6. On any sale of the Pledged Stock, Lender is hereby authorized to comply with interest thereon until paid any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any third party or any governmental regulatory authority or officer or court, including, without limitation, all limitations and restrictions imposed by federal and state banking laws and regulations. Compliance with the foregoing sentence shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. 7.7. In furtherance of the exercise by Lender of the rights and remedies granted to it hereunder, Pledgor agrees that, upon request of Lender and at the Default Rate expense of Pledgor, it will use its best efforts to obtain all third party and shall be secured governmental approvals necessary for or incidental to the exercise of remedies by this AssignmentLender with respect to the Pledged Stock or any part thereof, including, without limitation, approvals from the FRB and the ICB.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence and during the continuance of any an Event of Default, Cadence shall have any and all rights and remedies existing at law or in equity and shall have the Assigneeright, at its optionsole election, may at any time to exercise any one or more all of such remedies concurrently, successively or separately, without notice to the Board (unless specifically stated in this Agreement). Without limiting the foregoing, Cadence may at its election declare any or all Schedules to be in default and exercise any and all rights and remedies specified in the applicable Schedule(s) as well as the following rights and remedies remedies: (i) proceed at law or in equity to enforce specifically the Board’s performance or to recover damages; (ii) require the Board to immediately assemble, make available and if requested by Cadence return the Equipment (or, if so requested, any Items designated by Cadence) to Cadence at a time and place designated by Cadence; (iii) enter any premises where any Item may be located and repossess, disable or take possession of such Item (and/or any attached or unattached parts) by self-help, summary proceedings or otherwise without any obligation liability for rent, costs, damages or otherwise; (iv) use the Board’s premises for storage without rent or liability; (v) sell, lease or otherwise dispose of the Equipment or such Items at private or public sale, in bulk or in parcels, with or without notice except to do sothe extent required by applicable law, and without having the Equipment or such Items present at the place of sale; (vi) disable or keep idle all or part of the Equipment or such Items; or (vii) accelerate the Board’s obligations and recover from the Board an amount equal to the sum of the following (the “Required Default Amount”): (A) the “Base Default Amount” set forth in the applicable Schedule; (B) all costs and expenses incurred by Cadence in any way waiving such repossession, transportation, recovery, storage, refurbishing, advertising, repair, sale, re-lease, or other disposition of the Equipment or Cadence enforcement of its rights hereunder, including Attorneys' Fees and any brokers’ or similar fees or any other fees, costs or expenses resulting from the Event of Default; plus (C) interest on the amounts due in Sections X(a)(vii) (A) and (B) from the date due until paid at a rate of eighteen percent (18%) per annum or the highest rate allowed by law, whichever is lower. Notwithstanding the foregoing, upon the occurrence of an Event of Default under Section IX(d) or (e) above, the Board’s obligations hereunder shall automatically accelerate and the Board shall be deemed to immediately owe to Cadence, without further notice or demand on from Cadence, the Assignor, without regard to the adequacy Required Default Amount. The Board expressly acknowledges that this Agreement sets forth a reasonable amount and reasonable formula for calculation of liquidated damages in light of the security for the obligations secured hereby, without releasing the Assignor or anticipated harm caused by any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted default by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued Board hereunder and unpaid interest thereon, immediately due and payablethat such harm would otherwise be difficult or impossible to calculate or ascertain. (b) The Assignee may enter upon In the event the Board pays to Cadence the Required Default Amount and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable to Cadence hereunder as a result of the Event of Default (in good, collected and indefeasible funds) prior to the date Cadence enters into a contract or otherwise determines that it is obligated to a third party with respect to the disposition of the Equipment, Cadence shall release its security interest in the Equipment or transfer to the Board (without recourse, representation or warranty, “AS IS, WHERE IS”) any right, title or interest Cadence may have in such Equipment. In the event Cadence disposes of the Equipment, it shall apply the Net Proceeds (as hereinafter defined) to the Board’s obligations in the order Cadence determines. As used herein, the term “Net Proceeds” shall mean: (i) in the case of a purchase of the Equipment in immediately available funds by the Assignor with interest thereon until paid purchaser, the after-tax amount received by Cadence from said purchaser; or (ii) in the case of a purchase of the Equipment which Cadence finances pursuant to a lease intended as security or other equipment finance arrangement or in the case of a disposition pursuant to a true lease (any such leases or finance agreements being referred to hereinafter as a “Replacement Agreement”), an amount equal to the sum of all non-cancellable periodic payments and any purchase election, purchase requirement or balloon payment set forth in the Replacement Agreement, discounted to present value at the Default Rate and shall be secured implicit rate of the Replacement Agreement as determined by this AssignmentCadence.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of DefaultDefault and at any time thereafter, in addition to any other rights and remedies available to the Agent and/or the Banks hereunder or otherwise, the Assignee, at its option, Agent may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event (all of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents:which shall be cumulative): (a) The Assignee may declare Declare the entire unpaid balance principal amount of each Note and each of the principal sum of the NoteLoans then outstanding, together with all interest accrued and unpaid interest thereonwith respect to any and all of the foregoing, immediately and all other amounts payable under or with respect to this Agreement to be forthwith due and payable, whereupon the same shall become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrowers; provided, however, that upon the occurrence of any Event of Default under Subsection 7.01(g), the Notes, all Loans and all other amounts payable under this Agreement will automatically become due and payable without any notice or any such declaration. (b) The Assignee may enter upon Declare the Commitments to be terminated, whereupon the same and take possession all obligations of the Premises, either in person Banks or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period any of time as the Assignee may deem necessary or proper, with full power them to make from time to time all alterationsRevolving Loans and/or issue letters of credit shall be terminated forthwith and without notice; provided, renovationshowever, repairs or replacements thereto or thereof as may seem proper to that upon the Assigneeoccurrence of any Event of Default under Subsection 7.01(g), to make, enforce, modify the Commitments will automatically terminate without any notice and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do without any other act which the Assignee deems necessary or propersuch declaration. (c) The Assignee Enforce the provisions of this Agreement by legal proceedings for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy, and the Agent may either with or without taking possession recover damages caused by any breach by any Borrower of the Premisesprovisions of this Agreement, demandincluding court costs, ▇▇▇ for, settle, compromise, collect, reasonable attorneys' fees and give acquittances for all rents, issues, income other costs and profits of and from expenses incurred in the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance obligations of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the AssigneeBorrower hereunder. (d) The Assignee Exercise all rights and remedies under this Agreement, under the Notes, under the Security Agreement, under the Pledge Agreements and under any other agreement with the Agent, and exercise all other rights and remedies which the Agent may make any payment or do any act required herein have under applicable law. Without limitation of the Assignor in such manner foregoing, upon the occurrence of any Event of Default, Fleet may exercise its rights and to such extent as remedies under the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentPersonal Pledges.

Rights and Remedies Upon Default. At any time upon or following (a) Upon the occurrence and during the continuance continuation of any an Event of DefaultDefault hereunder, for the Assigneeequal and ratable benefit of and on behalf of the Secured Parties, at its option, Agent may exercise any do one or more of the following rights and remedies without any obligation to do sofollowing: (i) Declare, without presentment, demand, protest or notice of any kind, all of which the Partners hereby expressly waive, all Obligations and other indebtedness and amounts secured hereby to be immediately due and payable, whereupon all of said Obligations and other indebtedness and amounts declared due and payable shall be and become immediately due and payable (provided that if, with respect to the Partnership, an Event of Default occurs pursuant to Section 7.1(i) or (j) of the Loan Agreement, the acceleration provided for in any way waiving this Section 6(a)(i) shall be deemed to have been made upon the occurrence of such Event of DefaultDefault without declaration or any other action by Agent); (ii) Take all cash held by Agent as Collateral and all cash proceeds received or receivable by Agent in respect of the Collateral and then or at any time thereafter apply the same (after payment of any amounts payable to Agent pursuant to Section 19 hereof), in whole or in part, subject to the requirements of the Loan Agreement, to all or any part of the Obligations in the manner specified in Section 6(c) below, unless otherwise agreed by all Lenders in a writing delivered to Agent; (iii) give notice of the Event of Default to any Person, collect proceeds and amounts in respect of the Collateral, and enforce all rights of in the Collateral; (iv) take possession of any or all of the Collateral, wherever it may be found, and hold, store, repair, improve, operate and manage the same; (v) Upon notice to the Partners, which notice need not be in writing (but which notice shall promptly be confirmed in writing), make such payments and do such acts as Agent may deem necessary to protect, perfect or continue the perfection of the Secured Parties’ Security Interest in the Collateral including, without further notice limitation, paying, purchasing, contesting or demand on the Assignorcompromising any encumbrance, without regard charge or lien which is, or purports to be, prior to or superior to the adequacy of Security Interest in the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligationCollateral, and with commencing, appearing or without bringing otherwise participating in or controlling any action or proceeding purporting to foreclose affect the Mortgage Secured Parties’ Security Interest in or ownership of the Collateral; (vi) Foreclose this General Partner Security Agreement as herein provided or in any manner permitted by law, transfer to or register in the name of Agent or any other lien of its nominees any or security interest granted all of the Collateral, and exercise any and all of the rights and remedies conferred upon the Secured Parties by the Project Documents or the Loan Documents:Instruments either concurrently or in such order as Agent may determine without affecting the rights or remedies to which the Secured Parties may be entitled under the Loan Instruments; (avii) The Assignee may declare Upon notice to the unpaid balance Partners, exercise all voting and other rights of the principal sum Partners as general partners of the NotePartnership and exercise all other rights provided under the Partnership Agreement, together including, without limitation, receipt of all permitted distributions, if any, made for the account of any Partner under the Partnership Agreement; (viii) In accordance with Law, accept the Collateral in full or partial satisfaction of the Obligations; and (ix) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all accrued the rights and unpaid interest thereonremedies of a secured party after default under the Code, immediately due and payablesell, license or otherwise dispose of the Collateral or any part thereof in a commercially reasonable manner, at public or private sale, at any exchange, broker’s board or at any of Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices, and upon such other terms as are commercially reasonable. The Partners agree that, to the extent notice of any such disposition shall be required by Law, at least ten (10) days’ notice to the Partners of the time and the place of any public disposition or the time after which any private disposition is to be made shall constitute reasonable notification. Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Agent shall incur no liability as a result of the manner of disposition of the Collateral, or any part thereof, at any private disposition conducted in a commercially reasonable manner. The Partners hereby waive, to the extent permitted by Law, any claims against Agent arising by reason of the fact that the price at which the Collateral, or any part thereof, may have been disposed of at a private disposition was less than the price which might have been obtained at a public disposition or was less than the aggregate amount of the Obligations. To the extent permitted by Law, the Partners hereby specifically waive all rights of redemption, stay or appraisal which it has or may have under any Law now existing or hereafter enacted. The Partners authorize Agent, at any time and from time to time, to execute, in connection with a disposition of the Collateral pursuant to the provisions of this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (b) The Assignee may enter upon and take possession parties hereto acknowledge that a right of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, first refusal with full power respect to make from time each Partner’s partnership interest has been granted to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper Virginia Power pursuant to the AssigneeRova I Power Purchase Agreement; the First Refusal Agreement, dated as of November 19, 1991 between the Partnership and Virginia Power; the Consent to makeAssignment of Agreement, enforcedated as of November 19, modify 1991, between Virginia Power and accept Agent; the surrender Rova II Power Purchase Agreement; the First Refusal Agreement, dated as of LeasesDecember 1, 1993, between the Partnership and Virginia Power; and the Consent to obtain Assignment of Agreement, dated December 23, 1993, between Virginia Power, the Borrower and evict tenantsAgent, and, accordingly, each party hereto hereby agrees that, notwithstanding any provisions of this General Partner Security Agreement to fix or modify rentsthe contrary, and any sale pursuant to do the provisions of this General Partner Security Agreement shall comply with the terms thereof. Each Partner hereby agrees that its right of first refusal with respect to the other Partner’s partnership interest pursuant to the terms set forth in the Partnership Agreement shall not apply to any other act which sale of partnership interests pursuant to the Assignee deems necessary or properprovisions of this General Partner Security Agreement. (c) The Assignee may either with proceeds of any sale or without taking possession realization of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from Collateral shall be applied as follows: (i) To the Premises and pursue all remedies for enforcement repayment of the Leases reasonable costs and expenses of retaking, holding and preparing for the sale and the selling of the Collateral (including, without limitation, legal expenses and attorneys’ fees) and the discharge of all assessments, encumbrances, charges or liens, if any, on the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction Collateral prior to the tenants lien hereof (except any taxes, assessments, encumbrances, charges or liens subject to which such sale shall have been made); (ii) To the payment in full of the “Obligations” (as defined in the Loan Agreement) in accordance with the priority of application specified in Section 2.6(b) of the Loan Agreement and then to the payment in full of any other Obligations; (iii) To the payment of any other outstanding obligations of the Partnership or the Partners under the Leases to pay all rents and other amounts payable under the Leases Project Documents; and (iv) The surplus, if any, shall be paid to the Assignee, without proof of default hereunder, upon receipt from Partners if lawfully entitled to receive the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice same or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmentpaid to whomsoever a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. At 7.1 If any time upon Default under the Loan Agreement or following a default or breach in any respect by the occurrence and during the continuance Pledgor of any Event representation, warranty, covenant or agreement of Defaultthe Pledgor under this Pledge Agreement (after the expiration of any applicable cure period or grace period hereunder or thereunder, which breach shall be deemed a Default under the Loan Agreement and a Default hereunder) shall occur, the Assignee, at its option, Lender may exercise do any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: following: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately Obligations Secured Hereby to be forthwith due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on whereupon such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee Obligations Secured Hereby shall become immediately due and payable without presentment, demand, protest or other notice of any kind; and/or (b) proceed to protect and enforce its rights under this Pledge Agreement, the Notes, the Loan Agreement, or any of the other Loan Documents through other appropriate proceedings, and the Lender shall have, without limitation, all of the rights and remedies provided by applicable law, including, without limitation, the rights and remedies of a secured party under the Texas Uniform Commercial Code (the “UCC”) and, in addition thereto, the Lender shall be entitled, at the Lender’s option, to exercise all voting and corporate rights with respect to the Pledged Stock as it may determine, without liability therefor, but the Lender shall not have any duty to exercise any voting and corporate rights in respect of the Pledged Stock and shall not be responsible or liable to the Pledgor or any other Person for any failure to do so or delay in so doing. 7.2 Without limiting the generality of the foregoing, if any Default under the Loan Agreement shall occur, and Lender has accelerated the payment of any indebtedness under the Loan Agreement, the Lender shall have the right to sell the Pledged Stock, or any 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 at such price or prices as the Lender may deem best, and the Lender may be the purchaser of any or all of the Pledged Stock so sold and thereafter the Lender or any other purchaser shall hold the same free from any right or claim of whatsoever kind. The Lender is authorized, at any such sale, if it deems it advisable so to do, to restrict the number of prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Pledged Stock and may otherwise require that such sale be conducted subject to restrictions as to such other matters as the Lender may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Stock so sold. 7.3 Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of’ the Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The Lender shall give the Pledgor not less than ten days’ written notice of its intention to make any such public or private sale or at any broker’s board or on any securities exchange (with such notice to state the time and place of such sale), and the Pledgor agrees that such notice shall be deemed reasonable. 7.4 Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as the Lender may fix in the notice of such sale. At any sale, the Pledged Stock may be sold in one lot as an entirety or in parts, as the Lender may determine. The Lender shall not be obligated to make any sale pursuant to any such notice. The Lender may, without notice or publication, adjourn any 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 Pledged Stock on credit or for future delivery, the Pledged Stock so sold may be retained by the Assignor Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold upon like notice. 7.5 The Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. 7.6 On any sale of the Pledged Stock, the Lender is hereby authorized to comply with interest thereon until paid any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any third party or any governmental regulatory authority or officer or court, including, without limitation, all limitations and restrictions imposed by federal and state banking laws and regulations. Compliance with the foregoing sentence shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. 7.7 In furtherance of the exercise by the Lender of the rights and remedies granted to it hereunder, the Pledgor agrees that, upon request of the Lender and at the Default Rate expense of the Pledgor, it will use its Best Efforts to obtain all third party and shall be secured governmental approvals necessary for or incidental to the exercise of remedies by this Assignmentthe Lender with respect to the Pledged Stock or any part thereof, including, without limitation, approvals from the FRB and the FDIC. .

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of DefaultDefault and at any time thereafter, in addition to any other rights and remedies available to the Lender hereunder or otherwise, the Assignee, at its option, Lender may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event (all of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents:which shall be cumulative): (a) The Assignee may declare Declare the entire unpaid balance principal amount of the principal sum of the NoteLoans then outstanding, together with all interest accrued and unpaid interest thereonwith respect to any and all of the foregoing, immediately and all other amounts payable under or with respect to this Agreement to be forthwith due and payable, whereupon the same shall become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrowers; provided, however, that upon the occurrence of any Event of Default under Section 8.01(g), all Loans and all other amounts payable under this Agreement will automatically become due and payable without any notice or any such declaration. (b) The Assignee Declare the Commitment to be terminated, whereupon the same and all obligations of the Lender to make Revolving Loans shall be terminated forthwith and without notice; provided, however, that upon the occurrence of any Event of Default under Section 8.01(g), the Commitment will automatically terminate without any notice and without any such declaration. (c) Enforce the provisions of this Agreement by legal proceedings for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy, and the Lender may recover damages caused by any breach by the Borrowers of the provisions of this Agreement, including court costs, reasonable attorneys' fees and other costs and expenses incurred in the enforcement of the obligations of the Borrowers hereunder. (d) Exercise all rights and remedies under this Agreement, the other Loan Documents, and any other agreement with the Lender, and exercise all other rights and remedies which the Lender may have under applicable law. (e) Exercise all rights and remedies provided in this Agreement, the other Loan Documents, the Uniform Commercial Code and other applicable law, all of which rights and remedies may be exercised without notice to or consent by either Borrower, except as such notice or consent is expressly provided for hereunder or required by applicable law. (i) With or without judicial process or the aid or assistance of others, enter upon any premises on or in which any of the Collateral may be located and take possession of the PremisesCollateral or complete processing, either manufacturing and repair of all or any portion of the Collateral, (ii) require Borrowers, at Borrowers' expense, to assemble and make available to Lender any part or all of the Collateral at any place and time designated by Lender, (iii) collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral, (iv) remove any or all of the Collateral from any premises on or in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate which the same on may be located for the purpose of effecting the sale, foreclosure or other disposition thereof or for any other purpose, or (v) sell, lease, transfer, assign, deliver or otherwise dispose of any and all Collateral (including, without limitation, entering into contracts with respect thereto, public or private sales at any exchange, broker's board, at any office of Lender or elsewhere) at such prices or terms and for such period of time as the Assignee a Lender may deem necessary reasonable, for cash, upon credit or properfor future delivery, with full power the Lender having the right to make from time to time all alterations, renovations, repairs purchase the whole or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession part of the PremisesCollateral at any such public sale, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases foregoing being free from any right or equity of redemption of Borrowers, which right or equity of redemption is hereby expressly waived and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand released by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the AssigneeBorrowers. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At Upon the occurrence of an Event of Default and at any time upon or following thereafter, subject to the occurrence and during the continuance gaming laws of any Event jurisdiction in which any of Defaultthe Collateral is located, the Assignee, at its option, Lead Lender may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentsremedies: (a) The Assignee a. Lead Lender may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, unmatured Obligations to be immediately due and payable., and the same shall thereupon be immediately due and payable, without presentment or other notice or demand; (b) The Assignee b. Subject to the rights of the Obligors, Lead Lender may enter exercise and enforce any and all rights and remedies available upon and default to a secured party under the Uniform Commercial Code including, without limitation, the right to take possession of the PremisesCollateral, either in person or any evidence thereof, proceeding without judicial process or by agent judicial process (without a prior hearing or by a receiver appointed by a courtnotice thereof, which Borrower hereby expressly waives) and the right to sell, lease or otherwise dispose of any or all of the Collateral, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power Borrower agrees to make from time the Collateral available to time all alterationsLead Lender at a place to be designated by Lead Lender which is reasonably convenient to both parties. If notice to Borrower of any intended disposition of the Collateral or any other intended action is required by law in a particular instance, renovations, repairs or replacements thereto or thereof as may seem proper such notice shall be deemed commercially reasonable if given at least ten (10) calendar days prior to the Assignee, to make, enforce, modify and accept the surrender date of Leases, to obtain and evict tenants, to fix intended disposition or modify rents, and to do any other act which the Assignee deems necessary or proper.action; (c) The Assignee c. Lead Lender may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profitsrequest Borrower to, and upon such request will execute written notices Borrower will, assist Lead Lender in repossessing and selling the Equipment in compliance with all applicable laws and in accordance with the Repossession Agreement (this provision in no way limits Lead Lender’s ability to use any other person or entity to repossess and sell the tenants under Equipment); d. Without notice or demand, Lead Lender may offset any indebtedness Lead Lender or any Participant’s, or any of Lead Lender’s or such Participant’s successors or assigns then owe to Borrower whether or not then due, against any Obligation then owed to Lead Lender or any of its successors or assigns by Borrower, whether or not then due; e. Lead Lender may exercise the Leases to thereafter pay recourse rights of Borrower against the Obligor on any Contracts; and f. Lead Lender may exercise or enforce any and all such rents and other amounts to rights or remedies available by law or agreement against the AssigneeCollateral, against Borrower or against any other person or property. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may Acceleration, (i) Upon the occurrence of an Immediate Acceleration Event, the Bank Notes and all Obligations hereunder shall automatically become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Authority (unless such automatic acceleration is waived by Administrative Agent, with the consent of all of the Lenders, in writi ng); (ii) Upon the occurrence of a Tier One Acceleration Event that has not been cured, by notice to the Authority, the Administrative Agent may, with the consent of all of the Lenders, or at the direction of all of the Lenders, the Administrative Agent shall declare the unpaid balance Bank Notes and all Obligations hereunder to be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the principal sum Authority and upon the Authority’s receipt of any such notice of acceleration based upon a Tier One Acceleration Event, the Note, together with Bank Notes and all accrued and unpaid interest thereon, Obligations hereunder shall become immediately due and payable.; and (biii) The Assignee may enter upon and take possession Upon the occurrence of a Tier Two Acceleration Event, by notice to the Authority, the Admi ni strative Agent may, with the consent of al I of the PremisesLenders, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate at the same on such terms and for such period direction of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the PremisesLenders, theAdministrativeAgent shall declare the Bank Notes and all Obligations hereunder to be due and payable without presentment, demand, ▇▇▇ forprotest or other notice of any kind, settleall of which are hereby waived by the Authority and upon the date that i s two hundred seventy (270) cal endar days after the date that the Admi ni strative Agent, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement on behalf of the Leases Lenders, provides such notice of acceleration based upon a Tier Two Acceleration Event to the Authority, unless such Tier Two Acceleration Event has been cured, each Bank Note and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee Obligations hereunder shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignmenton such date.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of -------------------------------- Default, the AssigneeBank shall have, at its optionin addition to other rights provided in this Agreement and the rights of a secured party under the Uniform Commercial Code as in effect in the State of New York and under any other applicable law as in effect from time to time, the right, without prior notice (except as may be required by law and may not be waived) to, or consent from, the Pledgor and without releasing or affecting this Agreement or the Pledgor's obligation hereunder, to (i) demand and receive payments on or from the Deposit and give releases, receipts and acquittances therefor, (ii) exercise any right of set-off the Bank may have with respect to the Deposit (regardless of its stated maturity), (iii) effect one or more withdrawals from the Account (regardless of its stated maturity) as may be required to pay wholly or partially any Liability of the following rights and remedies without Pledgor or any Debtor referred to in, or any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured herebyPledgor created by, without releasing the Assignor this Agreement at any time outstanding, and (iv) apply any amounts so withdrawn, set-off or received on account of any Liability referred to in, or any guarantor obligation of the Note from Pledgor created by, this Agreement. In the course of exercising the remedies provided for hereunder and/or under applicable law, the Bank shall have the right to apply any obligationamount held, and with realized or without bringing any action or proceeding to foreclose received by it first, toward the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance payment of any of its costs and expenses in enforcing this Agreement, in realizing upon or protecting any Collateral and in enforcing or collecting, or preserving its rights with respect to, the covenantsLiabilities (including, termswithout limitation, conditions attorneys' fees and agreements contained expenses), second, to the payment of all other Liabilities in such order as the Leases to be observed or performed by the tenants thereunderBank may elect, and third, as otherwise provided by applicable law. Any instruments or certificates evidencing any Collateral remaining after the Assignor shall facilitate Liabilities have been paid in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and full shall be secured by this Assignmentdelivered to Pledgor or Pledgor's successors or assigns or as otherwise required under applicable law.

Rights and Remedies Upon Default. At any time upon (a) Upon or following after the occurrence of any event of default referenced in Section 12 above and during the continuance thereof, all of any Event of Default, the AssigneeObligations shall, at its optionthe option of Lender and upon written notice to Borrower, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, become immediately due and payable, and Lender shall thereupon have and may exercise from time to time any and all rights and remedies afforded to a secured party under the UCC, together with every right and remedy available to Lender under any other applicable law. In addition to, and without limiting the generality of the foregoing, Lender shall have the right: (i) to enforce the remedies described in the Loan Agreement, (ii) to bid and be the purchaser at any sale of Collateral if permitted by law; (iii) to incur reasonable attorney’s fees and expenses in exercising any of the rights, remedies, powers or privileges provided hereunder, and to pay, satisfy and discharge, or to bond, deposit or indemnify against, any tax or other Lien which in the reasonable opinion of Lender or its counsel may in any manner or to any extent be a Lien upon any of the Collateral, all of which fees, payments and expenses shall become part of Lender’s expenses of retaking, holding, preparing for sale and the like, and shall be added to and become a part of the principal amount of the Obligations; and (iv) to apply the proceeds realized from any collection, sale, lease or other disposition of the Collateral first to the reasonable costs, expenses and attorney’s fees actually incurred by Lender for collection and for acquisition, protection, removal, storage, sale and delivery of the Collateral, second, to interest due upon the principal amount of the Obligations, and third, to the principal amount of the Obligations. If any deficiency shall arise, Borrower shall remain bound and liable to Lender therefor. (b) The Assignee may enter upon and take possession of Lender shall not be liable or responsible to Borrower in any way for the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance safeguarding of any of the covenantsCollateral, termsfor any loss or damage thereto, conditions and agreements contained for any diminution in the Leases value thereof, or for any act or default of any carrier, warehouseman, forwarding agency, or other Person whomsoever, but the same shall be at all times at Borrower’s risk, except to be observed the extent that any loss or performed damage to such Collateral shall have been caused by the tenants thereundergross negligence or willful misconduct of Lender. All rights, remedies, powers, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection privileges of such rents, issues, income Lender hereunder are cumulative and profitsnot alternative, and upon request will execute written notices may be exercised concurrently or seriatim, and, so long as not inconsistent herewith, are in addition to the tenants and not in lieu of any other rights of Lender at law, in equity, under the Leases to thereafter pay all such rents and statute or under any other amounts to the Assigneeagreement with Borrower. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At Upon the occurrence of an Event of Default and at any time upon or following thereafter the occurrence and during the continuance of any Event of Default, the Assignee, at its option, Lender may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentsremedies: (a) The Assignee Lender may declare all unmatured Obligations to be immediately due and payable, and the unpaid balance same shall thereupon be immediately due and payable, without presentment or other notice or demand; (b) The Lender may exercise and enforce any and all rights and remedies available upon default to a secured party under the UCC including, without limitation, the right to take possession of the principal sum Collateral, or any evidence thereof, proceeding without judicial process or by judicial process (without a prior hearing or notice thereof, which the Borrower hereby expressly waives) and the right to sell, lease, make modifications to, own and operate, or otherwise dispose of any or all of the NoteCollateral, together with and the Borrower agrees to make the Collateral available to the Lender at a place to be designated by the Lender. If notice to the Borrower of any intended disposition of the Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) Business Days prior to the date of intended disposition or other action; (c) Without notice or demand, the Lender may offset any Indebtedness the Lender or any of its successors or assigns then owes to the Borrower whether or not then due, against any Obligation then owed to the Lender or any of its successors or assigns by the Borrower, whether or not then due; (d) The Lender may exercise or enforce any and all other rights or remedies available by law or agreement, whether against the Borrower or the Collateral. Notwithstanding the foregoing provisions of this Section 10, upon the occurrence of an Event of Default under Section 9(i) or Section 9(j), all outstanding principal of and all accrued and unpaid interest thereon, on the Loan and all other Obligations shall thereupon become immediately and automatically due and payable. , without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. In the event of any waiver or cure of any Event of Default, any right or remedy exercised by the Lender with respect to such Event of Default prior to such waiver or cure shall not be affected in any way (bas to validity or effectiveness or otherwise) The Assignee may enter upon by such waiver or cure. Notwithstanding anything to the contrary contained in this Agreement or under any other Loan Document, all rights and take possession remedies of the PremisesLender hereunder or any other Loan Document may be, either in person the sole discretion of the Lender, exercised by or by agent through one or by a receiver appointed by a court, and have, hold, manage, lease and operate more agents or representatives of the same on such terms and Lender as the Lender may designate or appoint for such period of time as the Assignee may deem necessary or proper, with full power to make purpose from time to time all alterations, renovations, repairs without the prior written consent of the Borrower or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properPerson. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare Declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable.; (b) The Assignee may enter Enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper.; (c) The Assignee may either Either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises Rents and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profitsRents, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee.; and (d) The Assignee may make Make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate (as defined in the Note) and shall be secured by this Assignment.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of Whenever any Event of DefaultDefault occurs, subject to the Assigneeprior rights of Landlord and with Landlord's prior written consent, at its option, Lender may exercise take any one or more of the following remedial steps concurrently or successively in addition to any other remedies under the Loan Documents, at law or in equity, to the extent permitted by applicable law. 6.2.1 Lender may enter and take possession of the Property without terminating this Mortgage, and complete construction of the Improvements (or any part thereof) and perform the obligations of Tenant under the Loan Documents. 6.2.2 The Property may be sold by private sale without judicial process or appraisal (the same being hereby waived) upon 10 days' notice to Tenant and, by such sale, foreclose Tenant's equity of redemption in the Property completely and as effectively as through an action to foreclose, the same being hereby waived. 6.2.3 Lender may foreclose this Mortgage or accept delivery of a deed in lieu of foreclosure. In any foreclosure or sale, the Property may be sold in one or more parcels, lots, or groups (including mixtures of personal and real property, or separately, any provision of law to the contrary notwithstanding) and, to the extent permitted by law, Lender shall be under no obligation either to marshal any assets of the Tenant or to marshal any portions of the Property. 6.2.4 Lender may s▇▇ Tenant directly to collect any monies then due and may take any action at law or equity (including bringing an action for a mandatory injunction, restraining order or specific performance) to enforce performance of the Secured Obligations. 6.2.5 For any security in which no interest arises under real estate law, Lender may exercise its rights and remedies without any obligation as a secured party under Article 9 of the Uniform Commercial Code. Tenant agrees that a commercially reasonable manner of disposition of the Property subject to do sosecurity interests under Article 9 shall include, without limitation and at the option of Lender, the sale of the Property in whole or in part, concurrently with the foreclosure sale of the Property in accordance with the provisions of this Mortgage. 6.2.6 Lender may, and is hereby authorized by Tenant, at any way waiving such Event of Defaulttime or from time to time, to the fullest extent permitted by law, without further advance notice to Tenant (any such notice being expressly waived by Tenant) to set off and apply any and all sums held by Lender, any indebtedness of Lender to Tenant, any and all claims by Tenant against Lender, against any obligations of Tenant under the Loan Documents, whether or demand on the Assignor, without regard to the adequacy not such obligations or claims of the security for the obligations secured hereby, without releasing the Assignor Tenant are matured and whether or not Lender has exercised any guarantor of the Note from any obligation, and with or without bringing other remedies hereunder. 6.2.7 In any action or proceeding to foreclose this Mortgage, or upon actual or threatened waste to any part of the Mortgage Property, Lender may apply, without notice to Tenant, for the appointment of a receiver ("Receiver") of the Property. Unless prohibited by law, such appointment may be made either before or after sale, without notice, without regard to the solvency or insolvency of Tenant at the time of application for such Receiver and without regard to the then value of the Property, and Lender may be appointed as Receiver. The Receiver shall have the power to collect the rents, issues and profits of the Property during the pendency of the foreclosure and, in case of a sale and deficiency during the full statutory period of redemption, whether there be redemption or not, as well as during any future times, if any, when Tenant, except for the intervention of such Receiver, would be entitled to collect such rents, issues and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Property during the whole of said proceeding. All sums of money received by the Receiver from such rents and income, after deducting therefrom the reasonable charges and expenses paid or incurred in connection with the collection and disbursement thereof, shall be applied to the payment of the Secured Obligations or applied to remedy any default hereunder as Lender may direct. Tenant, if requested to do so, will consent to the appointment of any such Receiver as aforesaid. 6.2.8 Lender may take any other lien action which Lender is entitled to take under any law, equity, or security interest granted by the Loan Documents:. (a) The Assignee may declare the unpaid balance 6.2.9 Lender may, at its option, but without any obligation so to do, and without waiving or releasing Tenant from any of the principal agreements and covenants in the Loan Documents, pay any sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and or perform any act or take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time action as the Assignee Lender may deem necessary or properdesirable in order to protect the lien of this Mortgage, with full power the Property or otherwise in the sole discretion of Lender. Tenant hereby grants to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rentsLender, and agrees that Lender shall have, after the occurrence of one or more Events of Default, the absolute and immediate right to do enter in and upon the Property or any other act which the Assignee part thereof to such extent and as often as Lender, in its sole discretion, deems necessary or proper. (c) The Assignee desirable for such purpose. Lender may either with or without taking possession pay and expend such sums of money as it may, in its sole discretion, deem necessary for the Premisespurposes stated herein. Tenant hereby agrees to pay to Lender, on demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount sums so paid or expended by the Assignee shall become immediately due and payable by the Assignor Lender, together with interest thereon until paid from the date of each such payment or expenditure at the Default Rate and shall be secured by this Assignmentdefault rate specified in the Note.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of any (a) If an Event of DefaultDefault shall have occurred and be continuing, the AssigneeBank may, at its optionwithout notice to or demand upon the Borrower, may exercise declare this Agreement to be in default, and the Bank shall thereafter have in any one or more of jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the following rights and remedies without any obligation to do soof a secured party under the Uniform Commercial Code, including, without in any way waiving such Event of Defaultlimitation, without further notice or demand on the Assignor, without regard right to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a courtCollateral, and havefor that purpose the Bank may, holdso far as the Borrower can give authority therefor, manage, lease enter upon any premises on which the Collateral may be situated and operate remove the same on therefrom. The Bank may in its discretion require the Borrower to assemble all or any part of the Collateral at such terms and for location or locations within the state(s) of the Borrower's principal office(s) or at such period of time other locations as the Assignee Bank may deem necessary designate. Unless the Collateral is perishable or properthreatens to decline speedily in value or is of a type customarily sold on a recognized market, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper the Bank shall give to the Assignee, to make, enforce, modify Borrower at least seven (7) Business Days prior written notice of the time and accept place of any public sale of Collateral or of the surrender of Leases, to obtain and evict tenants, to fix time after which any private sale or modify rents, and to do any other act which intended disposition is to be made. The Borrower hereby acknowledges that seven (7) Business Days' prior written notice of such sale or sales shall be reasonable notice. In addition, the Assignee deems necessary or proper. (c) The Assignee Borrower waives any and all rights that it may either with or without taking possession have to a judicial hearing in advance of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenantsBank's rights hereunder, termsincluding, conditions and agreements contained in the Leases without limitation, its right following an Event of Default to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein take immediate possession of the Assignor in such manner Collateral and to such extent as the Assignee may deem necessary, exercise its rights with respect thereto. The Borrower agrees to pay on demand all costs and any amount so expenses (including reasonable attorneys' fees) incurred or paid by the Assignee Secured Party in protecting, preserving or enforcing the Secured Party's rights with respect to the Obligations or any Collateral. After deducting all such costs and expenses (including legal costs and reasonable attorneys' fees) and all other charges against the Collateral, the residue of the proceeds of collection or sale of the Collateral shall become immediately due be applied to the payment of any and payable all loans made by the Assignor with Secured Party to the Borrower hereunder and any and all other liabilities hereby secured, due or to become due, in such order of preference as the Secured Party may determine, proper allowance for interest thereon until paid at the Default Rate and on liabilities not then due being made, and, unless otherwise provided by law, any surplus shall be secured returned to the Borrower. All of the Secured Party's rights and remedies, whether evidenced hereby or by this Assignmentany other agreement, instrument or paper, shall be cumulative and may be exercised separately or concurrently.

Rights and Remedies Upon Default. At Upon occurrence of any of the above Events of -------------------------------- Default and at any time thereafter, as long as any such Event of Default shall continue, JNC may exercise any and all of the rights and remedies conferred hereunder and under any of the JNC Transaction Documents, including, without limitation, the right, to accelerate payment under any or all Debentures, and JNC shall have all the rights and remedies of a secured party under the UCC and shall further have, in addition to all other rights and remedies provided herein or by law, the following rights and powers: a. JNC may enter upon the premises where any of the Collateral may be located, and take possession of the Collateral, and demand and receive reconveyance of the Collateral from any person who has possession thereof, and JNC may take such measures as may be necessary or proper for the care or protection of the value thereof, including the right to remove, keep and/or store all or any portion of the Collateral or put a custodian in charge thereof; and/or b. At JNC's request, the Company shall assemble the Collateral and make it available to JNC at places which JNC shall reasonably select, whether at the Company's premises or elsewhere, and make available to JNC, without rent, all of the Company's premises and facilities for the purpose of JNC taking possession of, removing or putting the Collateral in saleable or disposable form; and/or c. With or without taking possession, JNC may sell or cause to be sold, at any time, and from time to time, as JNC may determine, any of the Collateral in its entirety or in parcels, either at public or private sale, at such price and on such terms as JNC may deem best, at which sale JNC may bid and purchase to the extent permitted by law, as now or hereinafter in effect, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or following notice to the Company or right of redemption of the Company, which are hereby expressly waived. The Company shall have no right of redemption subsequent to any such sale, and hereby expressly waives any such right. JNC shall apply the proceeds of any such sale or sales first to the expenses incident thereto, including reasonable attorneys' fees, and next to the full and complete satisfaction of all of the Obligations. The Company shall remain fully liable to JNC for any deficiency which may exist after any such sale or sales and the application of the proceeds thereof in accordance herewith. Any purchaser at any such sale or sales (including without limitation JNC) shall thereafter hold any of the Collateral so purchased absolutely free from any claim or right of any nature whatsoever by any other person or entity (including without limitation the Company); and/or i. Upon each such sale, JNC may, unless prohibited by applicable statute which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released. ii. The proceeds of any such sale, lease, or other disposition of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing, and preparing for sale, selling, and the like, and to the reasonable attorneys' fees and expenses incurred by JNC, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which JNC shall pay to the Company any surplus proceeds. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which JNC is legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the "Default Rate"), and the reasonable fees of any attorneys employed by JNC to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against JNC arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of JNC. d. Upon the occurrence and during the continuance of any an Event of Default, JNC shall have the Assigneeright to send notice of the assignment granted herein and the security interest created hereunder to any account debtors of the Company or any other persons obligated on, holding or otherwise concerned with, any of the receivables, may demand that monies due or to become due be paid to JNC and thereafter, JNC shall have the sole right to collect the receivables and all books and records relating thereto; and/or e. JNC may institute any proceeding at law, in equity, or otherwise in order to foreclose upon the Collateral or any part thereof. To the extent permitted by law, any sale thereof shall be held in the same manner, with the same effect and subject to the same terms and conditions as specified in paragraph (c) of this Section 9. JNC may, in the exercise of its sole and absolute discretion, from time to time, at its optionany time and in any order, may exercise any one or more choose to institute a proceeding for foreclosure on some portion of the following Collateral and/or a sale under paragraphs (c) or (d) on other portions of the Collateral, without being deemed to have made an election of remedies or to have waived any other rights or remedies, and without in any other way limiting any remedies without or rights which it may otherwise have; and/or f. In its name or in the name of the Company or otherwise, JNC may demand, sue for, collect, or rec▇▇▇e any money or property at any time payable or receivable on account of or in exchange for or make any compromise or settlement deemed desirable with respect to, any of the Collateral, but shall be under no obligation to do so, and JNC may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any of the Collateral, without thereby incurring responsibility to, or discharging or otherwise affecting any liability of, the Company or in any other way waiving such Event limiting any remedies or rights which JNC may otherwise have; and/or g. JNC may, in the event JNC takes possession of Default, without further notice or demand on the Assignor, without regard Collateral pursuant to the adequacy exercise of the security any right or remedy provided for the obligations secured herebyhereunder or by law, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted insurance policy owned by the Loan Documents: (a) The Assignee may declare the unpaid balance of the principal sum of the NoteCompany, together with all accrued and unpaid interest any unearned or prepaid premium thereon, immediately due shall, at the option of JNC, be assigned by the Company to, and payable. (b) The Assignee may enter upon and take possession become the sole property of JNC, provided that the amount of any such unearned or prepaid premium is thereupon applied to the payment or satisfaction of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properObligations. (c) The Assignee may either with or without taking possession of the Premises, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.

Rights and Remedies Upon Default. At Upon the occurrence of an Event of Default and at any time upon or following thereafter the occurrence and during the continuance of any Event of Default, the Assignee, at its option, Lender may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documentsremedies: (a) The Assignee Lender may declare all unmatured Obligations to be immediately due and payable, and the unpaid balance same shall thereupon be immediately due and payable, without presentment or other notice or demand; (b) The Lender may exercise and enforce any and all rights and remedies available upon default to a secured party under the UCC including, without limitation, the right to take possession of the principal sum Collateral, or any evidence thereof, proceeding without judicial process or by judicial process (without a prior hearing or notice thereof, which the Borrower hereby expressly waives) and the right to sell, lease, make modifications to, own and operate, or otherwise dispose of any or all of the NoteCollateral, together with and the Borrower agrees to make the Collateral available to the Lender at a place to be designated by the Lender. If notice to the Borrower of any intended disposition of the Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) Business Days prior to the date of intended disposition or other action; (c) Without notice or demand, the Lender may offset any Indebtedness the Lender or any of its successors or assigns then owes to the Borrower whether or not then due, against any Obligation then owed to the Lender or any of its successors or assigns by the Borrower, whether or not then due; (d) The Lender may exercise or enforce any and all other rights or remedies available by law or agreement, whether against the Borrower or the Collateral. Notwithstanding the foregoing provisions of this Section 10, upon the occurrence of an Event of Default under Section 9(h) or Section 9(i), all outstanding principal of and all accrued and unpaid interest thereon, on the Loan and all other Obligations shall thereupon become immediately and automatically due and payable. (b) The Assignee may enter upon and take possession of the Premises, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or proper. (c) The Assignee may either with or without taking possession of the Premisesnotice, demand, ▇▇▇ forpresentment, settlenotice of dishonor, compromisenotice of acceleration, collectnotice of intent to accelerate, and give acquittances for protest or other formalities of any kind, all rentsof which are hereby expressly waived by the Borrower. In the event of any waiver or cure of any Event of Default, issuesany right or remedy exercised by the Lender with respect to such Event of Default prior to such waiver or cure shall not be affected in any way (as to validity or effectiveness or otherwise) by such waiver or cure. Notwithstanding the foregoing provisions of this Section 10, income and profits upon the occurrence of and from an Event of Default under Section 9(c) due to the Premises and pursue all remedies for enforcement breach of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with negative covenant set forth in Section 8(i) for any notice or demand by the Assignee for observance or performance of any of the covenants, terms, conditions and agreements contained quarter in the Leases calendar year 2020, Borrower shall have ninety (90) days to meet the terms of Section 8(i) prior to Lender exercising its rights under this Section 10. Lender further agrees not to impose interest on Borrower’s Obligations at the Default Rate during such 90-day period. If Borrower continues to breach the terms of Section 8(i) after such 90-day period, interest shall be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assignee. (d) The Assignee may make any payment or do any act required herein of the Assignor in such manner and to such extent as the Assignee may deem necessary, and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid imposed at the Default Rate and shall be secured Lender will have the right to exercise any and all remedies available to Lender. Notwithstanding anything to the contrary contained in this Agreement or under any other Loan Document, all rights and remedies of the Lender hereunder or any other Loan Document may be, in the sole discretion of the Lender, exercised by this Assignmentor through one or more agents or representatives of the Lender as the Lender may designate or appoint for such purpose from time to time without the prior written consent of the Borrower or any other Person.

Rights and Remedies Upon Default. At any time upon or following Upon the occurrence and during the continuance of any Event of DefaultDefault and at any time thereafter, in addition to any other rights and remedies available to the Agent and/or the Banks hereunder or otherwise, the Assignee, at its option, Agent may exercise any one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event (all of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents:which shall be cumulative): (a) The Assignee may declare Declare the entire unpaid balance principal amount of each Revolving Note and each of the principal sum of the NoteLoans then outstanding, together with all interest accrued and unpaid interest thereonwith respect to any and all of the foregoing, immediately and all other amounts payable under or with respect to this Agreement to be forthwith due and payable, whereupon the same shall become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that upon the occurrence of any Event of Default under Subsection 7.01(h), the Revolving Notes, all Loans and all other amounts payable under this Agreement will automatically become due and payable without any notice or any such declaration. (b) The Assignee may enter upon Declare the Commitments to be terminated, whereupon the same and take possession all obligations of the Premises, either in person Banks or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and for such period any of time as the Assignee may deem necessary or proper, with full power them to make from time to time all alterationsRevolving Loans and/or issue letters of credit shall be terminated forthwith and without notice; provided, renovationshowever, repairs or replacements thereto or thereof as may seem proper to that upon the Assigneeoccurrence of any Event of Default under Subsection 7.01(h), to make, enforce, modify the Commitments will automatically terminate without any notice and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do without any other act which the Assignee deems necessary or propersuch declaration. (c) The Assignee Enforce the provisions of this Agreement by legal proceedings for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy, and the Agent may either with or without taking possession recover damages caused by any breach by the Borrower of the Premisesprovisions of this Agreement, demandincluding court costs, ▇▇▇ for, settle, compromise, collect, reasonable attorneys' fees and give acquittances for all rents, issues, income other costs and profits of and from expenses incurred in the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance of any obligations of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the AssigneeBorrower hereunder. (d) The Assignee may make Exercise all rights and remedies under this Agreement, under the Revolving Notes and under any payment or do any act required herein of other agreement with the Assignor in such manner and to such extent as the Assignee may deem necessaryAgent, and any amount so paid by exercise all other rights and remedies which the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this AssignmentAgent may have under applicable law.

Rights and Remedies Upon Default. At any time upon or following the occurrence and during the continuance of any If an Event of DefaultDefault occurs with respect to Tenant, the Assignee, at its option, may exercise Landlord shall be entitled to take any action it deems advisable under one or more of the following rights and remedies without any obligation to do so, without in any way waiving such Event provisions of Default, without further notice or demand on the Assignor, without regard to the adequacy of the security for the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan Documents:this Section 8.2. (a) The Assignee Landlord may declare proceed as it deems advisable to enforce the unpaid balance provisions of the principal sum of the Note, together with all accrued and unpaid interest thereon, immediately due and payablethis Lease at law or in equity. (b) The Assignee Landlord may enter upon give notice to Tenant that the term of this Lease shall end on a date specified in the notice. If Landlord gives the notice, the term of this Lease including Tenant's rights under subsection 3.1(b) shall end on the date specified, and take possession this Lease shall terminate on the date specified. Notwithstanding the expiration of the Premisesterm and the termination of the Lease, either in person or by agent or by a receiver appointed by a court, and have, hold, manage, lease and operate the same on such terms and Tenant's liability for such period its failure to comply with all provisions of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properthis Lease shall continue. (c) The Assignee Landlord may either with or without taking possession of reenter the Premises and may repossess the Premises. The reentry and/or repossession may be effected by summary proceedings, demand, ▇▇▇ for, settle, compromise, collect, ejectment or otherwise. Landlord may dispossess Tenant and give acquittances for all rents, issues, income and profits of and may remove Tenant from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction to the tenants under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written further notice to thereafter pay all such rents and other amounts Tenant. Tenant waives any right to notice of Landlord's intention to reenter provided for by any present or future law. Tenant waives any right to reenter the Assignee and to comply with any notice Premises or demand by restore the Assignee for observance or performance operation of any of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneethis Lease. (d) The Assignee Landlord may make any payment relet all or do any act required herein part of the Assignor Premises. The term of the reletting may be as long as Landlord may determine. A lease executed by Landlord in such manner accordance with this subsection may provide for extensions or renewals of the term. The term of any reletting and the period by which the term may be extended may be longer or shorter than the period which would have constituted the balance of the Term of this Lease if this Lease had not been terminated. Landlord shall not be required to such extent as relet the Assignee may deem necessary, Premises or to collect any rent in connection with a reletting. (i) Tenant shall pay liquidated and any amount so paid by the Assignee shall become immediately due and payable by the Assignor with interest thereon until paid at the Default Rate and agreed "Current Damages" to Landlord. "Current Damages" shall be secured by paid on the first day of each month during the period beginning on the effective date of the termination and ending on the first day of the month next following the date that would have been the Expiration Date if this AssignmentLease had not been terminated.

Rights and Remedies Upon Default. At any time upon or following Beginning on the occurrence and during the continuance of date on which any Event of Default, the Assignee, at its option, may exercise any one or more of the following rights Default shall have occurred and remedies without any obligation to do so, without in any way waiving while such Event of DefaultDefault is continuing, without further notice or demand on the Assignor, without regard and subject to the adequacy rights of Bank under the security for Senior Credit Facility and the obligations secured hereby, without releasing the Assignor or any guarantor of the Note from any obligation, and with or without bringing any action or proceeding to foreclose the Mortgage or any other lien or security interest granted by the Loan DocumentsSubordination Agreement: (a) The Assignee may declare At the unpaid balance sole and absolute discretion of the principal sum Lenders’ Agent and for the benefit of the NoteSecured Parties, together the Lenders’ Agent may exercise in addition to all other rights and remedies granted to it under this Security Agreement all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Lenders’ Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with all accrued the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any Secured Party’s offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the Lenders’ Agent’s request, to assemble its Collateral and make it available to the Lenders’ Agent for the benefit of the Secured Parties at places which the Lenders’ Agent shall reasonably select, whether at Grantor’s premises or elsewhere. The Secured Parties shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(d), below, with Grantor remaining liable for any deficiency remaining unpaid interest thereon, immediately due after such application. Grantor agrees that the Secured Parties need not give more than ten (10) days’ notice of the time and payableplace of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. (b) The Assignee may enter upon Grantor also agrees to pay all fees, costs and take possession expenses of the PremisesSecured Parties, either including, without limitation, reasonable attorneys’ fees, incurred in person or by agent or by a receiver appointed by a court, connection with the enforcement of any of its rights and have, hold, manage, lease and operate the same on such terms and for such period of time as the Assignee may deem necessary or proper, with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as may seem proper to the Assignee, to make, enforce, modify and accept the surrender of Leases, to obtain and evict tenants, to fix or modify rents, and to do any other act which the Assignee deems necessary or properremedies hereunder. (c) The Assignee may either with or without taking possession of the PremisesGrantor hereby waives presentment, demand, ▇▇▇ for, settle, compromise, collect, and give acquittances for all rents, issues, income and profits of and from the Premises and pursue all remedies for enforcement of the Leases and all the lessor’s rights therein and thereunder. This Assignment shall constitute an authorization and direction protest or any notice (to the tenants maximum extent permitted by applicable law or under the Leases to pay all rents and other amounts payable under the Leases to the Assignee, without proof of default hereunder, upon receipt from the Assignee of written notice to thereafter pay all such rents and other amounts to the Assignee and to comply with any notice or demand by the Assignee for observance or performance Senior Credit Facility) of any of the covenants, terms, conditions and agreements contained kind in the Leases to be observed connection with this Security Agreement or performed by the tenants thereunder, and the Assignor shall facilitate in all reasonable ways the Assignee’s collection of such rents, issues, income and profits, and upon request will execute written notices to the tenants under the Leases to thereafter pay all such rents and other amounts to the Assigneeany Collateral. (d) The Assignee may make Proceeds of any payment sale, disposition or do other realization upon all or any act required herein part of the Assignor Collateral shall be received by the Lenders’ Agent and distributed by Lenders’ Agent to the Secured Parties to be applied to the Secured Obligations in such manner the following order of priorities: FIRST, to the reasonable costs, fees and expenses incurred by Lenders’ Agent but not yet paid in connection with the sale, disposition or other realization on the Collateral, including all fees, costs, expenses, liabilities in connection therewith, including reasonable attorneys’ fees; SECOND the extent that any Secured Party has advanced to such extent as the Assignee may deem necessary, and Lenders’ Agent any amount so paid in connection with the sale, disposition or other realization on the Collateral, then to each Secured Party in an amount sufficient to pay in full the reasonable costs of such Secured Party actually advanced by the Assignee shall become immediately due such Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and payable advances incurred or made by the Assignor with interest thereon until paid at the Default Rate and shall be secured by this Assignment.any Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees;