Common use of Rights and Remedies Clause in Contracts

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation during the continuance of an Event of Default, Lender shall have the right in addition to exercise any and all rights, options other rights and remedies provided for in which Secured Party or any Loan DocumentCreditor may then have hereunder, under the UCC or at any other Transaction Documents, under applicable law or in equityotherwise, includingSecured Party at its option may, subject to any limitation or restriction imposed by any applicable bankruptcy, insolvency or other law relating to the relief of debtors, (1) obtain from any Person information regarding Pledgor, any issuer of the Collateral, or any of their businesses, which information any such Person may furnish without liability to Pledgor; (2) require Pledgor to give possession or control of any of the Collateral to Secured Party; (3) unless earlier permitted hereunder, take control of funds generated by the Collateral and any other proceeds and exercise all other rights which an owner of such Collateral may exercise; (4) declare the entire unpaid balance of principal and interest on the Obligations immediately due and payable, without limitationnotice, the right demand or presentment, which are hereby expressly waived; (5) reduce its claim to (i) at Credit Parties’ expensejudgment, require that foreclose or otherwise enforce its security interest in all or any part of the Collateral be assembled and made by any available to Lender at judicial procedure; (6) after notification, if any, provided for in this Agreement or any place designated by Lenderother Transaction Documents, (ii) reduce sell or otherwise change dispose of, at the Facility Capoffice of Secured Party, and/or (iii) relinquish or abandon any Collateral all or any Lien thereon. Notwithstanding any provision part of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and any such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition shall be in accordance with applicable law, and may be as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party's power of sale, but sales may be made from time to time until all of the Collateral has been sold or until the Obligations have been paid in full), and at any such sale it shall not be necessary to exhibit the Collateral; (7) at its discretion, retain the Collateral in satisfaction of the Obligations whenever the circumstances are such that Secured Party is entitled to do so under applicable law; (8) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part hereof, and Pledgor hereby consents to any appointment; (9) buy the Collateral at any public sale; and (10) buy the Collateral at any private sale, subject to any restrictions imposed by applicable law. Pledgor agrees that, if notice is required to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted given by applicable law, ten days' advance written notice shall constitute reasonable notice. Secured Party shall apply the proceeds of any perishable Collateral which threatens to speedily decline in value collection, sale, disposition or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell other realization upon any Collateral with judicial process.as follows:

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon a. Upon the occurrence and continuation of a Breach of this Agreement, or an Event of DefaultDefault by Keyholder, Lender shall have the right MLS may, at its sole option and without limitation or election as to exercise any and all rights, options and other remedies provided for in any Loan Document, available under the UCC this Agreement or at law or in equity, includingexercise one or more of the following remedies without any liability for hardship to the Keyholder. (i) Terminate this Agreement and demand the return of any Equipment to MLS; (ii) Terminate Keyholder’s sub-licenses to use the Network and to use the Software; (iii) Deactivate Keyholder’s access to the Service or any component of the Service; (iv) Bill the Keyholder for any outstanding amounts owed under this Agreement, without limitationincluding any applicable damages for the failure to return the Equipment; (v) Take any and all actions necessary to collect all amounts currently due and owing under this Agreement, including any and all costs and expenses of every kind or nature (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in an arbitration proceeding, or in bankruptcy, including any adversary proceeding, contested matter or motion, or otherwise) incurred by MLS in connection with the exercise of its rights and remedies under this Agreement; (vi) Pursue any other remedy at law or in equity. b. If MLS deactivates the Service due to a breach of this Agreement by Keyholder, but does not otherwise terminate this Agreement, Keyholder may ask to have the Service reactivated. In order to so, Keyholder shall be required to cure any and all existing breaches, and to pay any and all outstanding amounts owed under this Agreement and the reasonable costs and attorneys’ fees incurred by MLS in connection with collecting under this Agreement. After doing so, MLS may reactivate the Equipment within a reasonable period of time. MLS reserves the right to (i) at Credit Parties’ expenseimpose an administrative fee to reactivate the service. c. In the event that MLS institutes any action for the collection of amounts due and payable hereunder, require that Keyholder shall pay, in addition to the amounts due and payable under this Agreement, all reasonable costs and attorney’s fees incurred by MLS in connection with collecting under this Agreement. Keyholder expressly waives all rights to possession or use of the Service or the Equipment or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following component thereof after the occurrence of an Event of Default Default, and waives all claims or losses caused by or related to take immediate possession any repossession or termination of the Collateral and to exercise its use. d. MLS's failure or delay in exercising any right or remedy under this Agreement shall not operate as a waiver thereof or of any subsequent breach or of such right or remedy. MLS's rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time are cumulative, not exclusive, and no exercise of any intended public sale, or remedy shall preclude the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processanother remedy.

Rights and Remedies. (a) In addition Upon the occurrence of: (i) an Event of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations shall be immediately due and payable and this Agreement and the acceleration provisions set forth obligation of Lenders to make Advances shall be deemed terminated, (ii) any of the other Events of Default and at any time thereafter (if such Event of Default has not previously been waived in Article X abovewriting by Agent, upon Required Lenders, or all Lenders, as applicable), at the option of Agent with the consent of the Required Lenders, or at the direction of Required Lenders all Obligations shall be immediately due and payable and Agent or Required Lenders shall have the right to terminate this Agreement and to terminate, in whole or in part (including by a reduction in the Revolving Commitments), the obligation of Lenders to make Advances; and (iii) without limiting Section 8.2, any Default under Section 10.7(vii), the obligation of ▇▇▇▇▇▇▇ to make Advances hereunder shall be suspended until such time as such involuntary petition shall be dismissed. Upon the occurrence and continuation during the continuance of an any Event of Default, Lender (i) Agent shall have the right to exercise any and all rights, options rights and remedies provided for in any Loan Documentherein, under the UCC or Other Documents, under the Uniform Commercial Code, under the PPSA and at law or in equityequity generally, including, without limitation, including the right to (i) at Credit Parties’ expense, require that foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all or any part of the Collateral be assembled and made available to Lender at any place designated by Lenderwith or without judicial process, (ii) reduce Agent may enter any of any Borrower’s premises or otherwise change other premises without legal process and without incurring liability to any Borrower therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Facility CapCollateral and remove the same to such place as Agent may deem advisable and Agent may require Borrowers to make the Collateral available to Agent at a convenient place, and/or (iii) relinquish with or abandon any without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any Lien thereon. Notwithstanding any provision of any Loan Documentpart thereof, Lender, in its sole discretion, shall have the rightat public or private sale, at any time that Credit Parties fail to do soor place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect, (iv) appoint by instrument in writing one or more receiver, a receiver, a manager or a receiver and manager of any Borrower or any or all of the Collateral with such rights, powers and authority (including any or all of the rights, powers and authority of Agent under this Agreement) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such Receiver from time to timetime and, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law, any such receiver, a receiver, a manager or a receiver and manager appointed by Agent shall (for purposes relating to responsibility for such receiver, a receiver, a manager or a receiver and manager’s acts or omissions) purchase be considered to be the agent of the applicable ▇▇▇▇▇▇▇▇ and not of Agent or (v) obtain from any court of competent jurisdiction an order for the appointment of a receiver, a receiver, a manager or a receiver and manager of any Borrower or for the sale or foreclosure of any or all of the Collateral. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrowers reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Borrower. At the time of and in connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Borrower’s (a) Intellectual Property which is used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 11.5. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Borrowers shall remain liable to Agent and Lenders therefor. (b) To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Borrower acknowledges and agrees that it is not commercially unreasonable for Agent: (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral; (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact other Persons, whether or not in the same business as any Borrower, for expressions of interest in acquiring all or any part thereof free portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from any right the collection or disposition of redemption Collateral; or (xii) to the extent reasonably deemed appropriate by any Credit Party which right is hereby waived the Agent, to obtain the services of other brokers, investment bankers, consultants and released. Credit Parties covenant and agree not to, and not other professionals to permit assist Agent in the collection or cause disposition of any of their Subsidiaries to, interfere with the Collateral. Each Borrower acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or impose any obstacle to Lenderomissions by Agent would not be commercially unreasonable in Agent’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of against the Collateral and that other actions or any part thereof, omissions by Agent shall not be required deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to give priority or preference grant any rights to any item of Collateral or otherwise to marshal assets Borrower or to take possession impose any duties on Agent that would not have been granted or sell any Collateral with judicial processimposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to take immediate possession the satisfaction of the Collateral Lender, the Lender may, at its option, exercise any and all of the following rights and remedies (as well as any other rights and remedies available to exercise it): (a) The Lender may, by notice in writing to the Borrower, refrain from disbursing any of the Loan Proceeds; provided, however, the Lender may make such disbursements after the occurrence of an Event of Default without thereby waiving its rights and remedies with respect theretohereunder or waiving its right to make any additional disbursements. (b) Credit Parties agrees that The Lender may, by written notice received by it at least fifteen calendar days before to the time Borrower, declare immediately due and payable all principal and interest due under the Promissory Note, together with all other sums payable under the Loan Documents and the same shall thereupon be immediately due and payable without presentment or other demand, protest, notice of dishonor or any other notice of any intended public salekind, all of which are hereby expressly waived. (c) The Lender shall have the right, in addition to any other rights provided by law or the time after which any private sale or other disposition of Collateral is equity, to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of enforce its rights and remedies with respect under the Loan Documents. (d) The Lender shall have the right, in addition to any other rights provided by law or equity, to initiate litigation for the breach of any term, condition, covenant, requirement or provision contained in the Loan Documents, and to recover damages for such breach. (e) The Lender shall have the right, in addition to any other rights provided by law or equity, to apply to any court, state or federal, for specific performance of any term, condition, covenant, requirement or provision contained in the Loan Documents; for an injunction against any violation of any such term, condition, covenant, requirement and/or provision; or for such other relief as may be appropriate, since the injury to the Collateral. Lender, in dealing with or disposing Lender arising from a default under any of the Collateral or any part thereofterms, shall not conditions, covenants requirements and/or provisions of the Loan Documents, would be required irreparable and the amount of damage would be difficult to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processascertain.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon 33.1 Upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default Solar Cell Owner, shall have the rights and remedies hereinafter set forth, which shall be distinct, separate and cumulative and shall not operate to exclude or deprive Solar Cell Owner of any other rights right or remedies remedy allowed it by law: (i) Majority Owners may terminate this Cell Owner Agreement by providing written notice of Lender. Credit Parties hereby waive any termination to Sun-Ex, in which event the Term shall end, and all right, title and interest of Sun-Ex hereunder shall expire on the date stated in such notice; (ii) Majority Owners may enforce the provisions of this Cell Owner Agreement and may enforce and protect the rights that they may have to of Solar Cell Owners hereunder by a judicial hearing suit or suits in advance equity or at law for the specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy, including recovery of Lender’s all moneys due or to become due from Sun-Ex under any of the provisions of this Cell Owner Agreement; (iii) Majority Owners may apply any security deposit or any portion thereof to cure any default; and (iv) If this Cell Owner Agreement is determined to be a secured credit facility, Majority Owners may exercise all rights and remedies hereunder, including, without limitation, its right following of a secured party under Legal Requirements. 33.2 No default in the occurrence of an Event of Default to take immediate possession performance of the Collateral and to exercise its rights and remedies with respect thereto. (bterms, covenants or conditions of this Cell Owner Agreement on the part of Sun-Ex or Solar Cell Owner) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to continue if and so long as Solar Cell Owner or Sun-Ex, as the case may be, shall be reasonable notice delayed in or prevented from remedying the same due to Force Majeure; but if and when the occurrence or condition which delayed or prevented the remedying of such sale default shall cease or other dispositionbe removed, it shall be the obligation of Solar Cell Owner or Sun-Ex, as the case may be, without further delay, to commence the correction of such default or to continue and complete the correction thereof within the cure periods set forth in Section 32, if any, which shall continue to run upon such cessation or removal. If permitted However, if the Force Majeure event causes a delay for more than one hundred eighty (180) days, Majority Owners may terminate this Cell Owner Agreement. 33.3 Such expenses owed by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market the Solar Cell Owners shall be Project Expenses and may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to paid from the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processConsumer Rentals.

Rights and Remedies. At any time an Event of Default exists or has occurred and is continuing, in addition to all other rights and remedies of Pledgee, whether provided under this Pledge Agreement, the Loan Agreement, the other Financing Agreements, applicable law or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, Pledgor except as such notice or consent is expressly provided for hereunder or required by applicable law: (a) In addition Pledgee, at its option, shall be empowered to exercise its continuing right to instruct the acceleration provisions set forth Issuer (or the appropriate transfer agent of the Pledged Securities) to register any or all of the Pledged Securities in Article X abovethe name of Pledgee or in the name of Pledgee's nominee and Pledgee may complete, upon the occurrence in any manner Pledgee may deem expedient, any and continuation of an Event of Defaultall stock powers, Lender assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee. After said instruction, and without further notice, Pledgee shall have the exclusive right to exercise all voting and corporate rights with respect to the Pledged Securities and other Pledged Property, and exercise any and all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options and remedies provided for in pertaining to any Loan Document, under shares of the UCC Pledged Securities or at law or in equityother Pledged Property as if Pledgee were the absolute owner thereof, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lenderexchange, in its sole discretion, any and all of the Pledged Securities and other Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights, privileges or options by Pledgee, Pledgee shall have the right to deposit and deliver any and all of the Pledged Securities and other Pledged Property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability, except to account for property actually received by Pledgee. However, subject to applicable law, Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of Pledgee) and shall not be responsible for any failure to do so or delay in doing so. (b) In addition to all the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, Pledgee shall have the right, at any time that Credit Parties fail and 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 do soor upon Pledgor or any other Person (all and each of which demands, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral advertisements and/or notices are hereby expressly waived to the extent required hereunder; (iipermitted by applicable law), to proceed forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or otherwise dispose of and deliver said Pledged Property or any part thereof in one or more lots at public or private sale or sales at any exchange, broker's board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may in good ▇▇▇▇▇ ▇▇▇▇ best. The foregoing disposition(s) pay may be for the performance cash or on credit or for future delivery without assumption of any credit risk, with Pledgee having the right to purchase all or any part of Obligations; (iii) discharge taxes said Pledged Property so sold at any such sale or Liens on any of the Collateral that are in violation sales, public or private, free of any Loan document unless Credit Parties are right or equity of redemption in good faith with due diligence Pledgor, which right or equity is hereby expressly waived or released by appropriate proceedings contesting those items; Pledgor. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and (iv) pay for the maintenance and preservation expenses of the Collateral. Such expenses and advances shall be added every kind incurred relative thereto or incidental to the Obligations until reimbursed to Lender and shall be secured by the Collateralcare, and such payments by Lender shall not be construed as a waiver by Lender safekeeping or otherwise of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all Pledged Property or in any way relating to the rights that they may have of Pledgee hereunder, including attorneys' fees and legal expenses, shall be applied first to a judicial hearing in advance the satisfaction of the enforcement Obligations (in such order as Pledgee may elect and whether or not due) and then to the payment of any of Lender’s rights and remedies hereunderother amounts required by applicable law, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession including Section 9-504(1)(c) of the Collateral Uniform Commercial Code, with Pledgor to be and remain liable for any deficiency. Pledgor shall be liable to exercise its rights Pledgee for the payment on demand of all such costs and remedies expenses, together with respect thereto. (b) Credit Parties interest at the then applicable rate set forth in the Loan Agreement, and any attorneys' fees and legal expenses. Pledgor agrees that five (5) days prior written notice received by it at least fifteen calendar days before Pledgee designating the place and time of any intended public sale, sale or of the time after which any private sale or other intended disposition of Collateral any or all of the Pledged Property is to be made, shall be deemed to be is reasonable notice notification of such matters. (c) Pledgor recognizes that Pledgee may be unable to effect a public sale of all or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other dispositionstate securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Property for their own account for investment and not with a view to the distribution or resale thereof. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At at the time of any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral Pledged Property or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act of 1933 (or other applicable Blue Sky or state securities laws), as then in effect, Pledgee in its sole and absolute discretion is authorized to sell such Pledged Property or such part thereof, in good faith, by private sale in such manner and under such circumstances as Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected without registration. Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Property were sold at public sale, and that Pledgee has no obligation to delay the sale of any such Pledged Property for the period of time necessary to permit Issuer, even if Issuer would agree, to register such Pledged Property for public sale under such applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall be deemed to have been in a commercially reasonable manner. (d) All of the Pledgee's rights and remedies, including, but not limited to, the foregoing and those otherwise arising under this Pledge Agreement, the Loan Agreement and the other Financing Agreements, the instruments comprising the Pledged Property, applicable law or otherwise, shall be required to give priority cumulative and not exclusive and shall be enforceable alternatively, successively or preference to concurrently as Pledgee may deem expedient. No failure or delay on the part of Pledgee in exercising any item of Collateral its options, powers or otherwise to marshal assets rights or to take possession partial or sell any Collateral with judicial processsingle exercise thereof, shall constitute a waiver of such option, power or right.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and during the continuation of an Event of Default, Lender Agent may, and, at the instruction of the Required Lenders, shall have (in the right case of clause (a) or (b) by written notice to exercise Borrower), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following: (a) (i) declare the principal of, and any and all rightsaccrued and unpaid interest and fees in respect of, options the Loans, Reimbursement Obligations and remedies provided for all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrower shall be obligated to repay all of such Obligations in any Loan Document, under the UCC or at law or in equity, includingfull, without limitationpresentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by Borrower, and (ii) direct Borrower to provide (and Borrower agrees that upon receipt of such notice Borrower will provide) Cash Collateral to Agent to be held as security for Borrower’s Reimbursement Obligations; (b) declare the right to Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) at any obligation of any Lender to make Revolving Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by LenderLoans, (ii) reduce or otherwise change the Facility Cap, and/or obligation of the Swingline Lender to make Swingline Loans and (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any obligation of the Collateral Issuing Lender to issue Letters of Credit; and (c) exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity. The foregoing to the extent required hereunder; (ii) pay for contrary notwithstanding, upon the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any notice to Borrower or any other rights Person or remedies any act by the Lender Group, the Commitments shall automatically terminate and the Obligations (other than the Bank Product Obligations) shall automatically become and be immediately due and payable and Borrower shall automatically be obligated to repay all of Lender. Credit Parties hereby waive any such Obligations in full (including Borrower being obligated to provide (and all rights Borrower agrees that they it will provide) Cash Collateral to Agent to be held as security for Borrower’s reimbursement obligations in respect of drawings that may have to a judicial hearing in advance subsequently occur under issued and outstanding Letters of the enforcement Credit), without presentment, demand, protest, or notice or other requirements of any kind, all of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretowhich are expressly waived by Borrower. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation of an Event of Default, while such Event of Default is continuing (provided that an Event of Default shall be continuing at all times after any cure period therefor expires), Lender shall not have any further obligation to advance money or extend credit to or for the benefit of Borrower. In addition, upon the occurrence and during the continuance of an Event of Default, the entire unpaid principal sum hereunder, plus any and all interest accrued thereon, plus all other sums due and payable to Lender hereunder shall, at the option of Lender, become due and payable immediately without presentment, demand, notice of nonpayment, protest, notice of protest, or other notice of dishonor, all of which are hereby expressly waived by Borrower. Lender shall have the right to exercise any and all rights, options options, duties and remedies provided for of a secured party as permitted by applicable law and, in any Loan Documentaddition to and without limitation of the foregoing, under the UCC or Lender may, at law or in equity, includingits election, without limitationnotice of election and without demand, do any one or more of the right following, all of which are authorized by Borrower: (1) Make such payments and do such acts as Lender considers necessary or reasonable to (i) at Credit Parties’ expenseprotect Lender’s security interest in the Collateral. Borrower agrees to assemble the Collateral if Lender so requires and to make the Collateral available to Lender as Lender may designate. Borrower authorizes Lender and its designees and agents to enter the premises where the Collateral is located, require that all to take and maintain possession of the Collateral, or any part of the Collateral be assembled it, and made available to Lender at any place designated by Lenderpay, (ii) reduce purchase, contest, or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or compromise any Lien thereonwhich in Lender’s determination appears or is claimed to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. Notwithstanding With respect to any provision of any Loan DocumentBorrower’s owned premises, Lender, in its sole discretion, shall have Borrower hereby grants Lender a license to enter into possession of such premises and to occupy the right, at any time that Credit Parties fail to do so, and from time to timesame, without prior noticecharge, to: for up to one hundred twenty (i120) obtain insurance covering any of the Collateral days in order to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of exercise any of Lender’s rights or remedies provided herein, at law, in equity, or otherwise; (2) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and remedies hereundersell (in the manner provided for herein) the Collateral. Lender and its agents and any purchasers at or after foreclosure are hereby granted a non-exclusive, includingirrevocable, perpetual, fully paid, royalty-free license or other right, solely pursuant to the provisions of this Section 8, to use, without charge, Borrower’s Intellectual Property, including without limitation, its right following the occurrence labels, patents, copyrights, rights of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time use of any intended public salename, trade secrets, trade names, trademarks, service marks and advertising matter, or any property of a similar nature, now or at any time hereafter owned or acquired by Borrower or in which Borrower now or at any time hereafter has any rights; provided that such license shall only be exercisable in connection with the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to upon Lender’s exercise of its rights and remedies with respect to hereunder; (3) Sell the Collateral. LenderCollateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in dealing with such manner and at such places (including Borrower’s premises) as Lender determines are commercially reasonable; and (4) Credit bid and purchase all or disposing any portion of the Collateral or at any part thereof, shall not public sale. Any deficiency that exists after disposition of the Collateral as provided above will be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processpaid immediately by Borrower.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence of (i) an Event of Default pursuant to Section 10.7 all Obligations shall be immediately due and continuation payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated; and, (ii) any of the other Events of Default and at any time thereafter (such default not having previously been cured), at the option of Required Lenders all Obligations shall be immediately due and payable and Lenders shall have the right to terminate this Agreement and to terminate the obligation of Lenders to make Advances and (iii) a filing of a petition against Borrower in any involuntary case under any state or federal bankruptcy laws, all Obligations shall be immediately due and payable and the obligation of Lenders to make Advances hereunder shall be terminated other than as may be required by an appropriate order of the bankruptcy court having jurisdiction over Borrower. Upon the occurrence of any Event of Default, Lender Agent shall have the right to exercise any and all rights, options rights and remedies provided for in any Loan Documentherein, under the UCC or Other Documents, under the Uniform Commercial Code and at law or in equityequity generally, including, without limitation, including the right to (i) foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of Borrower’s premises or other premises without legal process and without incurring liability to Borrower therefor, and Agent may thereupon, or at Credit Parties’ expenseany time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require that all Borrower to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral be assembled which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrower reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrower at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid for and made available to become the purchaser, and Agent, any Lender or any other purchaser at any place designated such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by LenderBorrower. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of Borrower’s (iia) reduce trademarks, trade styles, trade names, patents, patent applications, copyrights, service marks, licenses, franchises and other proprietary rights which are used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise change disposing of such Inventory and (b) Equipment for the Facility Cap, and/or (iii) relinquish or abandon purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added applied to the Obligations until reimbursed in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to Lender the Obligations as they are converted into cash. If any deficiency shall arise, Borrower shall remain liable to Agent and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoLenders therefor. (b) Credit Parties To the extent that Applicable Law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, Borrower acknowledges and agrees that notice received it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by it at least fifteen calendar days before the time of any intended public saleAgent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the time after which any private sale collection or other disposition of Collateral is to be madecollected or disposed of, shall be deemed (iii) to be reasonable notice fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Borrower, for expressions of interest in acquiring all or any portion of such sale Collateral, (vii) to hire one or other disposition. If permitted by applicable law, any perishable Collateral which threatens more professional auctioneers to speedily decline assist in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or the disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all whether or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item is of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.a specialized nature,

Rights and Remedies. If an Event of Default by Tenant occurs, a. Landlord may terminate this Lease or Tenant’s right of possession, by giving Tenant written notice of Landlord’s election to do so, in which event the Term shall end, and all right, title and interest of Tenant hereunder shall expire, on the date stated in such notice; b. If this Lease and the Term and estate hereby granted shall terminate for an Event of Default as provided in Section 23(a) above, then i. Landlord and Landlord’s agents may thereupon re-enter the Premises or any part thereof by summary proceedings or by any other applicable legal proceeding and may repossess the Premises and dispossess Tenant and any other persons therefrom and remove any and all of its or their property and effects from the Premises, and ii. Landlord, at its option, may relet the whole or any part of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant(s), for such term(s) ending before, on or after the date on which the Term is otherwise scheduled to expire (athe “Expiration Date”), at such rental(s) In and upon such other conditions, which may include concessions and free rent periods, as Landlord may reasonably determine to be necessary. Landlord, at Tenant’s sole cost and expense, may make such reasonable repairs, improvements, alterations, additions, decorations and other physical changes in and to the Premises as Landlord, in its reasonable discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability. c. Should this Lease be terminated as provided in Section 23(a) above, or by or under any other proceeding, or if Landlord shall re-enter the Premises, Landlord shall be entitled to recover, and Tenant shall pay, in addition to any damages or amounts provided for elsewhere in this Section 23 or under any other provisions of this Lease, the acceleration provisions set forth then cost of: i. restoring the Premises to the same condition as that in Article X above, upon which Tenant has agreed to surrender them to Landlord as of the occurrence and continuation last day of an the Term; and ii. completing in accordance with this Lease any improvements to the Premises that have been actually commenced as of the date of the Event of Default, Lender or for repairing any part thereof. d. If an Event of Default by Tenant or any person claiming through or under Tenant should occur, Landlord shall be entitled to seek to enjoin such default and shall have the right to exercise invoke any and all rights, options and remedies provided for in any Loan Document, under the UCC or right allowed at law or in equity, includingby statute or otherwise, without limitationas if re-entry, summary proceedings or other specific remedies were not provided for in this Lease. e. Should this Lease be terminated by Landlord as provided in Section 23(a), i. Tenant shall pay to Landlord all Rent through the date upon which this Lease was terminated for Tenant’s Event of Default, and ii. Tenant shall be liable for and shall pay to Landlord, as damages, any deficiency between (A) the Rent that would have been payable hereunder for the period which otherwise would have constituted the unexpired portion of the Term and (B) the net amount, if any, of rents (“Net Rent”) collected under any reletting effected pursuant to the provisions of this Section for any part of such period (first deducting from the rents collected under any such reletting all of Landlord’s expenses in connection with the termination of this Lease or Landlord’s re-entry, including all repossession costs, brokerage commissions, legal expenses, alteration costs and other expenses of preparing the Premises for such reletting). Such deficiency shall be paid in monthly installments by Tenant on the days specified in this Lease for the payment of installments of Base Rent. Landlord shall be entitled to recover from Tenant each monthly deficiency as the same shall arise and no suit to collect the amount of the deficiency for any month shall prejudice Landlord’s right to collect the deficiency for any prior or subsequent month by a similar proceeding or otherwise. A suit or suits for the recovery of such deficiencies may be brought by Landlord from time to time at its election. f. Landlord shall be entitled to recover from Tenant, and Tenant shall pay Landlord, on demand, as liquidated damages and not as a penalty, a sum equal to the amount by which (A) the Base Rent and Additional Rent payable hereunder (reduced by any amounts collected by Landlord on account of monthly deficiencies as provided in Section 23(e)(ii) above) for the period ending on the Expiration Date and beginning on the latest of the date of termination of this Lease, the right date of re-entry by Landlord or the date through which monthly deficiencies shall have been paid in full, exceeds (B) an amount equal to (i) the then fair and reasonable rental value of the Premises for the same period, both amounts discounted to present value at Credit Parties’ expensethe Interest Rate as defined below. If, require that before presentation of proof of such liquidated damages to any court, commission or tribunal, the Premises or any part thereof shall have been relet by Landlord for the period which otherwise would have constituted all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any unexpired portion of the Collateral Term, the amount of rent upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Premises (as the case may be) so relet during the term of such reletting. As used herein, “Interest Rate” shall mean an annual rate equal to the extent required hereunder; (ii) pay for Prime Rate as set forth in The Wall Street Journal on the performance of any of Obligations; (iii) discharge taxes or Liens on any date of the Collateral default or, if The Wall Street Journal is not published that are in violation day, the first date of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateralpublication thereafter, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoplus 3%. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to A Recipient shall notify the acceleration provisions set forth in Article X above, Corporation immediately upon discovery by the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision Recipient of any Loan Documentunauthorized use or disclosure of Confidential Information, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies breach of Lender. Credit Parties hereby waive any this Article 6, and all rights that they may have will cooperate with the Corporation in every reasonable way to a judicial hearing in advance of help the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate Corporation regain possession of the Collateral Confidential Information and to exercise prevent its rights and remedies with respect theretofurther unauthorized use. (b) Credit Parties agrees that notice received A Recipient shall, whenever requested by it at least fifteen calendar days before the time Corporation: (i) deliver to the Corporation the originals and all copies of any intended public saleConfidential Information, and any media in or on which Confidential Information may be recorded, that the Recipient has in the Recipient’s possession or under the Recipient’s control; and (ii) take all steps reasonably required to render permanently irrecoverable from any computers, or other storage devices, under the Recipient’s control all copies of Confidential Information, and shall deliver to the Corporation within 14 days after the Corporation's request a statement under oath, or statement of like effect under applicable laws, made by the Recipient attesting to the Recipient's compliance with the requirements of this clause. The provisions of this section 6.4(b) do not apply in respect of Confidential Information that the Corporation is required pursuant to the Legislation (or the requirements of any securities laws or policies, or the time after which rules or policies of any private sale stock exchange, that apply to the Corporation) to supply to a Recipient. (c) The Recipients acknowledge that monetary damages may not be a sufficient or adequate remedy for the Corporation where Recipients have breached their obligations hereunder, and that it may be difficult or impossible for the Corporation to prove the damage that may result to the Corporation from a breach by the Recipients of the obligations established by this Agreement. Accordingly, the Recipients consent to the Corporation obtaining an injunction or other disposition equitable remedy (if available) to prevent a breach by the Recipients of Collateral is to be made, shall be deemed to be reasonable notice the said obligations and compensate the Corporation for the consequences of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processbreach.

Rights and Remedies. (a) In addition to Upon the acceleration provisions set forth in Article X aboveoccurrence, upon and during the occurrence and continuation continuation, of an Event of Default, the Lender (at its election but without notice of its election and without demand) may do any one or more of the following, all of which are authorized by the Borrower: (a) Declare all or any portion of the Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable without presentment, demand, protest, or notice of any kind, all of which are expressly waived by Borrower; (b) Terminate this Agreement and any of the other Loan Documents as to any future liability or obligation of Lender, but without affecting the Obligations; (c) Intentionally deleted; (d) Without notice to Borrower (such notice being expressly waived), and without constituting an acceptance of any collateral in full or partial satisfaction of an obligation (within the meaning of the Code), set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Lender, or (ii) Indebtedness at any time owing to or for the credit or the account of Borrower held by Lender; (e) Terminate any commitment to lend hereunder; (f) Require Borrower to pay interest on the principal balance of the Loan at a rate per annum equal to the Default Rate; and (g) Lender shall have the right to exercise any and all rights, options other rights and remedies provided for in any Loan Document, under the UCC or available at law or in equity, including, without limitationequity or pursuant to any other Loan Document. The rights and remedies of Lender under this Agreement, the right to (i) at Credit Parties’ expenseother Loan Documents, require that and all or any part of the Collateral other agreements shall be assembled and made available to cumulative. Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have all other rights and remedies not inconsistent herewith as provided under the rightCode, at any time that Credit Parties fail to do soby law, or in equity. No exercise by Lender of one right or remedy shall be deemed an election, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a no waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other dispositiona continuing waiver. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately No delay by Lender without prior notice to Credit Parties. At any sale shall constitute a waiver, election, or disposition of Collateral, Lender may (to the extent permitted acquiescence by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.it

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following 23.1 Upon the occurrence of an Event of Default the Landlord shall have all the following rights and remedies: 23.1.1 to elect to terminate the Term by giving notice of such election, and the effective date thereof, to the Tenant and to receive Termination Damages; 23.1.2 to elect to re-enter and re-take immediate possession of the Collateral Leased Premises, without thereby terminating the Term, by giving notice of such election, and the effective date thereof, to the Tenant and to exercise its receive Re-Leasing Damages; 23.1.3 if the Tenant remains in possession of the Leased Premises after the Tenant’s obligation to surrender the Leased Premises shall have arisen, to remove the Tenant and the Tenant’s and any others’ possessions from the Leased Premises by any of the following means without any liability to the Tenant therefor, any such liability to the Tenant therefor which might otherwise arise being hereby waived by the Tenant: legal proceedings (summary or otherwise), writ of dispossession and any other means and to receive Holdover Damages and, except in the circumstances contemplated by section 20 of this Agreement, to receive all expenses incurred in removing the Tenant and the Tenant’s and any others’ possessions from the Leased Premises, and of storing such possessions if the Landlord so elects; 23.1.4 to be awarded specific performance, temporary restraints and preliminary and permanent injunctive relief regarding Events of Default where the Landlord’s rights and remedies at law may be inadequate, without the necessity of proving actual damages or the inadequacy of the rights and remedies at law; 23.1.5 to receive all expenses incurred in securing, preserving, maintaining and operating the Leased Premises during any period of vacancy, in making repairs to the Leased Premises, in preparing the Leased Premises for re-leasing and in re-leasing the Leased Premises including, without limiting the generality of the foregoing, any brokerage commissions; 23.1.6 to receive all legal expenses, including without limiting the generality of the foregoing, attorneys’ fees incurred in connection with respect theretopursuing any of the Landlord’s rights and remedies, including indemnification rights and remedies; 23.1.7 if the Landlord, in its sole discretion, elects to perform any obligation of the Tenant under this Agreement (other than the obligation to pay Rent) which the Tenant has not timely performed, to receive all expenses incurred in so doing; 23.1.8 to elect to pursue any legal or equitable right and remedy available to the Landlord under this Agreement or otherwise; and 23.1.9 to elect any combination, or any sequential combination of any of the rights and remedies set forth in subsection 23.1 of this Agreement. 23.2 In the event the Landlord elects the right and remedy set forth in subsection 23.1.1 of this Agreement, Termination Damages shall be equal to the amount which, at the time of actual payment thereof to the Landlord, is the sum of: 23.2.1 all accrued but unpaid Rent; 23.2.2 the present value (calculated using the most recently available (at the time of calculation) published weekly average yield on United States Treasury securities having maturities comparable to the balance of the then remaining Term) of the sum of all payments of Rent remaining due (at the time of calculation) until the date the Term would have expired (had there been no election to terminate it earlier) less the present value (similarly calculated) of all payments of rent to be received through the end of the Term (had there been no election to terminate it earlier) from a lessee, if any, of the Leased Premises at the time of calculation (and it shall be assumed for purposes of such calculations that (i) the amount of future Additional Rent due per year under this Agreement will be equal to the average Additional Rent per month due during the twelve (12) full calendar months immediately preceding the date of any such calculation, increasing annually at a rate of eight (8%) percent compounded, (ii) if any calculation is made before the first anniversary of the end of the No Pass Through Period, the average Additional Rent due for any month after the end of the No Pass Through Period will be equal to nine (9%) percent of the sum of the Base Year Operating Expenses, Base Year Taxes, Annual Amortized Capital Expenditures and Tenant Electric Charges (considered on an annual basis), (iii) if any calculation is made before the beginning of the Base Year, the sum of Base Year Taxes and Base Year Operational Expenses shall be assumed to be $5.00 per gross rentable square foot and (iv) if any calculation is made before the end of the Base Year, Base Year Taxes and Base Year Operational Expenses may be extrapolated based on the year to date experience of the Landlord); 23.2.3 the Landlord’s reasonably estimated cost of demolishing any leasehold improvements to the Leased Premises; and 23.2.4 that amount, which as of the occurrence of the Event of Default, bears the same ratio to the costs, if any, incurred by the Landlord (and not paid by the Tenant) in building out the Leased Premises in accordance with section 5 of this Agreement as the number of months remaining in the Term (immediately before the occurrence of the Event of Default) bears to the number of months in the entire Term (immediately before the occurrence of the Event of Default). 23.3 In the event the Landlord elects the right and remedy set forth in subsection 23.1.2 of this Agreement, Re-Leasing Damages shall be equal to the Rent less any rent actually and timely received by the Landlord from any lessee of the Leased Premises or any portion thereof, payable at the respective times that Rent is payable under the Agreement plus the cost, if any, to the Landlord of building out or otherwise preparing the Leased Premises for, and leasing the Leased Premises to, any such lessee. 23.4 In the event the Landlord elects the right and remedy set forth in subsection 23.1.3 of this Agreement, Holdover Damages shall mean damages at the rate per month or part thereof equal to the greater of: (a) one and one-half times one-twelfth (1/12) of the then Market Rental Rate plus all Additional Rent as set forth in this Agreement or (b) Credit Parties agrees double the average amount of all payments of Rent due under this Agreement during each of the last twelve (12) full calendar months prior to the Landlord’s so electing or, in the event the Term shall have terminated by expiration under subsection 24.1.1 of this Agreement, the last full twelve (12) calendar months of the Term, in either case payable in full on the first day of each holdover month or part thereof. The Tenant’s obligations under this subsection 23.4 shall survive the expiration or earlier termination of this Agreement. 23.5 In connection with any summary proceeding to dispossess and remove the Tenant from the Leased Premises under subsection 23.1.3 of this Agreement, the Tenant hereby waives: 23.5.1 any notices for delivery of possession thereof, of termination, of demand for removal therefrom, of the cause therefor, to cease, to quit and all other notices that notice received might otherwise be required pursuant to 2A N.J.S.A. 18-53 et seq.; 23.5.2 any right the Tenant might otherwise have to cause a termination of the action or proceeding by it at least fifteen calendar days before paying to the time Landlord or into court or otherwise any Rent in arrears; 23.5.3 any right the Tenant might otherwise have to a period of waiting between issuance of any warrant in execution of any judgment for possession obtained by the Landlord and the execution thereof; 23.5.4 any right the Tenant might otherwise have to transfer or remove such proceeding from the court (or the particular division or part of the court) or other forum in which it shall have been instituted by the Landlord to another court, division or part; 23.5.5 any right the Tenant might otherwise have to redeem the Tenant’s former leasehold interest between the entry of any judgment and the execution of any warrant issued in connection therewith by paying to the Landlord or into Court or otherwise any Rent in arrears; and 23.5.6 any right the Tenant might otherwise have to appeal any judgment awarding possession of the Leased Premises to the Landlord. 23.6 The enumeration of rights and remedies in this section 23 of the Agreement is not intended public saleto be exhaustive or exclusive of any rights and remedies which might otherwise be available to the Landlord, or to force an election of one or more rights and remedies to the time after which any private sale exclusion of others, concurrently, consecutively or other disposition sequentially. On the contrary, each right and remedy enumerated in this section 23 of Collateral the Agreement is intended to be made, cumulative with each other right and remedy enumerated in this section 23 of the Agreement and with each other right and remedy that might otherwise be available to the Landlord; and the selection of one or more of such rights and remedies at any time shall not be deemed to be reasonable notice prevent resort to one or more others of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies at the same time or a subsequent time, even with respect regard to the Collateral. Lendersame occurrence sought to be remedied. 23.7 The Landlord shall have no duty to mitigate damages; provided, in dealing with or disposing of however, the Collateral or any part thereof, Landlord shall not be required use reasonable efforts to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processre-let the Leased Premises.

Rights and Remedies. At any time an Event of Default exists or has occurred and is continuing, in addition to all other rights and remedies of Pledgee and Lenders, whether provided under this Pledge Agreement, the Loan Agreement, the other Financing Agreements, applicable law or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, Pledgor except as such notice or consent is expressly provided for hereunder or is required by law and not waivable by Pledgor: (a) In addition Pledgee, at its option, shall be empowered to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of exercise its continuing right (at any time that an Event of DefaultDefault exists or has occurred and is continuing) to instruct Issuer (or the appropriate transfer agent of the Pledged Securities) to register any or all of the Pledged Securities in the name of Pledgee or in the name of Pledgee's nominee (including, Lender without limitation, any Lender) and Pledgee may complete, in any manner Pledgee may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee. After said instruction, and without further notice, Pledgee shall have the exclusive right to exercise all voting and corporate rights with respect to the Pledged Securities and other Pledged Property, and exercise any and all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options and remedies provided for in pertaining to any Loan Document, under shares of the UCC Pledged Securities or at law or in equityother Pledged Property as if Pledgee were the absolute owner thereof, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lenderexchange, in its sole discretion, any and all of the Pledged Securities and other Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights, privileges or options by Pledgee, Pledgee shall have the right to deposit and deliver any and all of the Pledged Securities and other Pledged Property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability, except to account for property actually received by Pledgee. However, Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of Pledgee) and shall not be responsible for any failure to do so or delay in doing so. (b) In addition to all the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, Pledgee shall have the right, at any time that Credit Parties fail and 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 do soor upon Pledgor or any other person (all and each of which demands, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral advertisements and/or notices are hereby expressly waived to the extent permitted by applicable law), to proceed forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or otherwise dispose of and deliver said Pledged Property or any part thereof in one or more lots at public or private sale or sales at any exchange, broker's board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) may be for cash or on credit or for future delivery without assumption of any credit risk, with Pledgee having the right to purchase all or any part of said Pledged Property so sold at any such sale or sales, public or private, free of any right or equity of redemption in Pledgor, which right or equity is hereby expressly waived or released by Pledgor to the fullest extent permitted by applicable law. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition shall be applied in accordance with Section 6.4(a) of the Loan Agreement and then to the payment of any other amounts required hereunder; (iiby applicable law, including Section 9-615(a)(3) pay of the Uniform Commercial Code, with Pledgor to be and remain liable for any deficiency. Pledgor shall be liable to Pledgee and Lenders for the performance payment on demand of any of Obligations; (iii) discharge taxes or Liens on any of all such costs and expenses, together with interest at the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added rate then applicable to the Obligations until reimbursed to Lender and shall be secured by set forth in the CollateralLoan Agreement, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lenderreasonable attorneys' fees and legal expenses. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties Pledgor agrees that ten (10) business days prior written notice received by it at least fifteen calendar days before Pledgee designating the place and time of any intended public sale, sale or of the time after which any private sale or other intended disposition of Collateral any or all of the Pledged Property is to be made, shall be deemed to be is reasonable notice notification of such matters. (c) Pledgor and Pledgee recognize that Pledgee may be unable to effect a public sale of all or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other dispositionstate securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Property for their own account for investment and not with a view to the distribution or resale thereof. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At at the time of any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral Pledged Property or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and absolute discretion is authorized to sell such Pledged Property or such part thereof by private sale in such manner and under such circumstances as Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected without registration. Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Property were sold at public sale, and that Pledgee has no obligation to delay the sale of any such Pledged Property for the period of time necessary to permit Issuer, even if Issuer would agree, to register such Pledged Property for public sale under such applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall be deemed to have been in a commercially reasonable manner. (d) All of the rights and remedies of Pledgee and Lenders, including, but not limited to, the foregoing and those otherwise arising under this Pledge Agreement, the Loan Agreement and the other Financing Agreements, the instruments comprising the Pledged Property, applicable law or otherwise, shall be required to give priority cumulative and not exclusive and shall be enforceable alternatively, successively or preference to concurrently as Pledgee may deem expedient. No failure or delay on the part of Pledgee or any item Lender in exercising any of Collateral its options, powers or otherwise to marshal assets rights or to take possession partial or sell any Collateral with judicial processsingle exercise thereof, shall constitute a waiver of such option, power or right.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of any Borrower held by Lender to reduce the Obligations, (ii) foreclose the Liens created under the Security Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged (other than Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law) with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Borrower, as applicable, might exercise (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), (v) collect and send notices regarding the Collateral (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at Credit Parties’ which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums, and no Borrower shall resist or interfere with such action, (vii) at Borrower's expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (iiviii) reduce or otherwise change the Facility CapCap and/or the Maximum Loan Amount, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail Borrower fails to do so, and from time to time, without with prior noticenotice which need not be in writing, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are the Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties Borrower agrees that notice received by it at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit PartiesBorrower. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Parties covenant Debtor covenants and agree agrees not to, and not to permit or cause any of their its Subsidiaries to, interfere with or impose any obstacle to Lender’s Secured Party's exercise of its rights and remedies with respect to the Collateral. LenderSecured Party, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. At any time an Event of Default exists or has occurred and is continuing, in addition to all other rights and remedies of Pledgee and Lenders, whether provided under this Pledge Agreement, the Loan Agreement, the other Financing Agreements, applicable law or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, Pledgor except as such notice or consent is expressly provided for hereunder or under the Loan Agreement (to the extent applicable to this Pledge Agreement); (a) In addition Pledgee, at its option, shall be empowered to exercise its continuing right to instruct Issuer (or the acceleration provisions set forth appropriate transfer agent of the Collateral) to register any or all of the Collateral in Article X abovethe name of Pledgee or in the name of Pledgee’s nominee and Pledgee may complete, upon the occurrence in any manner Pledgee may deem expedient, any assignments or other documents heretofore or hereafter executed in blank by Pledgor and continuation of an Event of Defaultdelivered to Pledgee. After said instruction, Lender and without further notice, Pledgee shall have the exclusive right to exercise all rights with respect to the Collateral (including all voting and limited liability company rights), and exercise any and all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options and remedies provided for in any Loan Document, under pertaining to the UCC or at law or in equityCollateral as if Pledgee were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Collateral upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights, privileges or options by Pledgee, Pledgee shall have the right to deposit and deliver any and all of the Collateral to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability, except to account for property actually received by Pledgee. However, Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of Pledgee) and shall not be responsible for any failure to do so or delay in doing so. (b) Upon prior written notice thereof to Issuer and Pledgor, (i) at Credit Parties’ expensePledgee may transfer the membership interests of Pledgor in Issuer into the name of Pledgee (or its successors or assignees, require that all or any part of the Collateral be assembled designee) and made available to Lender at any place designated by Lender, (ii) reduce Pledgee (or otherwise change its successors, assignees, or designees) shall be admitted as a member of Issuer in the Facility Capplace of Pledgor. (c) In addition to all the rights and remedies of a secured party under the UCC or other applicable law, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, Pledgee shall have the right, at any time that Credit Parties fail and 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 do soor upon Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable law), to proceed forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or otherwise dispose of and from time deliver the Collateral or any part thereof in one or more lots at public or private sale or sales at any exchange, broker’s board or at any of Pledgee’s offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) may be for cash or on credit or for future delivery without assumption of any credit risk, with Pledgee having the right to time, without prior notice, to: (i) obtain insurance covering purchase all or any part of the Collateral so sold at any such sale or sales, public or private, free of any right or equity of redemption in Pledgor, which right or equity is hereby expressly waived or released by Pledgor. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the extent required hereunder; (ii) pay for the performance care, safekeeping or otherwise of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all Collateral or in any way relating to the rights that they may have of Pledgee hereunder, including reasonable attorneys’ fees and legal expenses, shall be applied first to a judicial hearing in advance the satisfaction of the enforcement Obligations (in such order as set forth in the Financing Agreements) and then to the payment of any of Lender’s rights and remedies hereunderother amounts required by applicable law, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession including Section 9-615(a)(3) of the Collateral UCC, with Pledgor to be and remain liable for any deficiency. Pledgor shall be liable to exercise Pledgee and Lenders for the payment on demand of all such costs and expenses, together with interest at the highest rate then applicable to Obligations set forth in the Loan Agreement and any reasonable attorneys’ fees and legal expenses incurred by Pledgee. Any such amounts shall constitute Obligations under the Loan Agreement and may be charged by Pledgee to the loan account of Pledgor maintained by Pledgee at its rights and remedies with respect thereto. (b) Credit Parties option. Pledgor agrees that ten (10) days prior written notice received by it at least fifteen calendar days before Pledgee designating the place and time of any intended public sale, sale or of the time after which any private sale or other intended disposition of any or all of the Collateral is to be made, shall be deemed to be is reasonable notice notification of such matters. (d) Pledgor recognizes that Pledgee may be unable to effect a public sale of all or part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other dispositionstate securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged 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. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At at the time of any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, the same shall not not, for any reason whatsoever, be required effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and absolute discretion is authorized to give priority or preference to any item of sell such Collateral or such part thereof by private sale in such manner and under such circumstances as Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected without registration. Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Collateral were sold at public sale, and that Pledgee has no obligation to delay the sale of any such Collateral for the period of time necessary to permit Issuer, even if Issuer would agree, to register such Collateral for public sale under such applicable securities laws. Pledgor agrees that it will not assert that any private sale made under the foregoing circumstances has not been conducted in a commercially reasonable manner solely because such sale was conducted as a private rather than a public sale. (e) All of the rights and remedies of Pledgee and Lenders, including, but not limited to, the foregoing and those otherwise to marshal assets arising under this Pledge Agreement, the Loan Agreement and the other Financing Agreements, the instruments comprising the Collateral, applicable law or to take possession otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or sell concurrently as Pledgee may deem expedient. No failure or delay on the part of Pledgee or any Collateral with judicial processLender in exercising any of its options, powers or rights or partial or single exercise thereof, shall constitute a waiver of such option, power or right.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence of any Event of Default, such default not having previously been remedied or waived, the Lender shall have the following rights and continuation remedies: (i) The right, at its option, by written notice to Borrower, to declare the entire unpaid balance of this Note to be immediately due and payable and thereupon such amount together with all costs, fees and expenses incurred in connection herewith, shall be immediately due and payable, except that upon an occurrence of an Event of DefaultDefault provided for in Section 6.1(b) hereof, Lender no declaration or notice shall have the right to exercise any and all rights, options be required; (ii) All rights and remedies provided for in any Loan Document, under the UCC or at law or in equityby law, including, without limitation, those provided by the right to (i) at Credit Parties’ expense, require that all or any part UCC as in effect in the State of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and New York from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; ; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its The right following the occurrence of an Event of Default to take immediate possession of the Collateral and, in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated, without notice, and remove the same therefrom. The Lender may require Borrower to exercise its rights and remedies with respect thereto. make the Collateral (bto the extent the same is moveable) Credit Parties agrees that notice received available to the Lender at a place to be designated by it the Lender which is reasonably convenient to both parties. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Lender will give Borrower at least fifteen calendar days before ten (10) days' prior written notice at the address of Borrower set forth above (or at such other address or addresses as the Borrower shall specify in writing to the Lender) of the time and place of any intended public sale, sale thereof or of the time after which any private sale or any other intended disposition of Collateral thereof is to be made, . Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC in effect in New York from time to time) that reasonable notification be reasonable notice given of the time and place of such sale or other disposition. If permitted by applicable lawAfter deducting all reasonable costs and expenses of collection, storage, custody, sale or other disposition and delivery (including legal costs and attorneys' fees, expenses and disbursements) and all other charges against the Collateral, the remaining proceeds of any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any such sale or disposition shall be applied to the payment of Collateralall of the obligations relating hereto, in such order of priority as the Lender may shall determine and any surplus shall be returned to Borrower or to any person or party lawfully entitled thereto. In the event the proceeds of any sale, lease or other disposition of the Collateral hereunder are insufficient to pay all of the obligations relating hereto, in full, Borrower will be liable for the deficiency, together with interest thereon at the highest rate of interest provided in this Agreement, and the reasonable costs and expenses of collection of such deficiency, including (to the extent permitted by applicable law), without limitation, reasonable attorneys' fees, expenses and disbursements; and (iv) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its All rights and remedies with respect available to the Collateral. Lender, in dealing with or disposing Lender pursuant to the provisions of the Collateral or any part thereofNote, shall this Agreement, the Pledge Agreement and applicable law All rights and remedies available to the Lender pursuant to the provisions of this Agreement, the Pledge Agreement, applicable law and otherwise are cumulative, not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processexclusive, and are enforceable alternatively, successively and/or concurrently by Lender.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X XI above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of any Loan Party held by Lender to reduce the Obligations, (ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of and sell any Collateral or securities pledged with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Loan Party, as applicable, might exercise, (v) collect and send notices regarding the Collateral with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at Credit Parties’ which Collateral or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral or pledged securities on such premises without any liability for rent, storage, utilities or other sums, and no Loan Party shall resist or interfere with such action, (vii) at Loan Party expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (iiviii) reduce or otherwise change the Facility CapCap or the Term Loan Commitment, and/or and (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail a Loan Party fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are the Loan Party is in good faith with due diligence by appropriate proceedings contesting those items; and or (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties Loan Party hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties Each Loan Party agrees that notice received by it at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Loan Parties. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Loan Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. At any time an Event of Default exists or has occurred and is continuing, in addition to all other rights and remedies of Pledgee, whether provided under this Pledge Agreement, the Credit Agreement, the other Loan Documents, applicable law or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, Pledgor except as such notice or consent is expressly provided for hereunder: (a) In addition Pledgee, at its option, shall be empowered to exercise its continuing right to instruct the acceleration provisions set forth Issuers or any Issuer (or the appropriate transfer agent of any of the Pledged Securities) to register any or all of the Pledged Securities in Article X abovethe name of Pledgee or in the name of Pledgee's nominee and Pledgee may complete, upon the occurrence in any manner Pledgee may deem expedient, any and continuation of an Event of Defaultall stock powers, Lender assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee. After said instruction, and without further notice, Pledgee shall have the exclusive right to exercise all voting and corporate rights with respect to the Pledged Securities and other Pledged Property, and exercise any and all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options and remedies provided for in pertaining to any Loan Document, under shares of the UCC Pledged Securities or at law or in equityother Pledged Property as if Pledgee were the absolute owner thereof, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lenderexchange, in its sole discretion, any and all of the Pledged Securities and other Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights, privileges or options by Pledgee, Pledgee shall have the right to deposit and deliver any and all of the Pledged Securities and other Pledged Property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability, except to account for property actually received by Pledgee. However, Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of Pledgee) and shall not be responsible for any failure to do so or delay in doing so. (b) In addition to all the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, Pledgee shall have the right, at any time that Credit Parties fail and 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 do soor upon Pledgor or any other person (all and each of which demands, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral advertisements and/or notices are hereby expressly waived to the extent required hereunder; (iipermitted by applicable law), to proceed forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or otherwise dispose of and deliver said Pledged Property or any part thereof in one or more lots at public or private sale or sales at any exchange, broker's board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) pay may be for the performance cash or on credit or for future delivery without assumption of any credit risk, with Pledgee having the right to purchase all or any part of Obligations; (iii) discharge taxes said Pledged Property so sold at any such sale or Liens on any of the Collateral that are in violation sales, public or private, free of any Loan document unless Credit Parties are right or equity of redemption in good faith with due diligence Pledgor, which right or equity is hereby expressly waived or released by appropriate proceedings contesting those items; Pledgor. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and (iv) pay for the maintenance and preservation expenses of the Collateral. Such expenses and advances shall be added every kind incurred relative thereto or incidental to the Obligations until reimbursed to Lender and shall be secured by the Collateralcare, and such payments by Lender shall not be construed as a waiver by Lender safekeeping or otherwise of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all Pledged Property or in any way relating to the rights that they may have of Pledgee hereunder, including attorneys' fees and legal expenses, shall be applied first to a judicial hearing in advance the satisfaction of the enforcement Obligations (in such order as Pledgee may elect and whether or not due) and then to the payment of any of Lender’s rights and remedies hereunderother amounts required by applicable law, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession including Section 9-504(1)(c) of the Collateral Uniform Commercial Code, with Pledgor to be and remain liable for any deficiency. Pledgor shall be liable to exercise its rights Pledgee for the payment on demand of all such costs and remedies expenses, together with respect thereto. (b) interest at the then applicable rate set forth in the Credit Parties Agreement, and any reasonable attorneys' fees and legal expenses. Pledgor agrees that five (5) days prior written notice received by it at least fifteen calendar days before Pledgee designating the place and time of any intended public sale, sale or of the time after which any private sale or other intended disposition of Collateral any or all of the Pledged Property is to be made, shall be deemed to be is reasonable notice notification of such matters. (c) Pledgor recognizes that Pledgee may be unable to effect a public sale of all or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other dispositionstate securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Property for their own account for investment and not with a view to the distribution or resale thereof. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At at the time of any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral Pledged Property or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and absolute discretion is authorized to sell such Pledged Property or such part thereof by private sale in such manner and under such circumstances as Pledgee and its counsel may deem necessary or advisable in order that such sale may legally be effected without registration. Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Property were sold at public sale, and that Pledgee has no obligation to delay the sale of any such Pledged Property for the period of time necessary to permit Issuer, even if Issuer would agree, to register such Pledged Property for public sale under such applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall be deemed to have been in a commercially reasonable manner. (d) All of the Pledgee's rights and remedies, including, but not limited to, the foregoing and those otherwise arising under this Pledge Agreement, the Credit Agreement and the other Loan Documents, the instruments comprising the Pledged Property, applicable law or otherwise, shall be required to give priority cumulative and not exclusive and shall be enforceable alternatively, successively or preference to concurrently as Pledgee may deem expedient. No failure or delay on the part of Pledgee in exercising any item of Collateral its options, powers or otherwise to marshal assets rights or to take possession partial or sell any Collateral with judicial processsingle exercise thereof, shall constitute a waiver of such option, power or right.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options rights and remedies provided for in any Loan Documentherein, under the UCC other Loan Documents, under the Stock Issuance and Purchase Agreement or under the Uniform Commercial Code and at law or in equityequity generally, including, without limitation, including the right to (i) foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Lender may enter any of any Borrower’s premises or other premises without legal process and without incurring liability to any Borrower therefor, and Lender may thereupon, or at Credit Parties’ expenseany time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Lender may deem advisable and Lender may require that all any Borrower to make the Collateral available to Lender at a convenient place. With or without having the Collateral at the time or place of sale, Lender may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Lender may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give Borrowers reasonable notification of such sale or sales, such notice being deemed sufficient to provide notice to all Borrowers, it being agreed that in all events written notice mailed to Borrowers at least 10 days prior to such sale or sales is reasonable notification. At any public sale Lender may bid for and become the purchaser, and Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by each Borrower. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Lender is granted a perpetual nonrevocable, royalty free, nonexclusive license and Lender is granted permission to use all of Borrowers’ (a) trademarks, trade styles, trade names, patents, patent applications, copyrights, service marks, licenses, franchises and other proprietary rights which are used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be assembled and made available applied to the Obligations in the order set forth in Section 9.6 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, each Borrower shall remain liable to Lender at any place designated therefor. (b) To the extent that the Law imposes duties on the Lender to exercise remedies in a commercially reasonable manner, each Borrower acknowledges and agrees that it is not commercially unreasonable for Lender (i) to fail to incur expenses reasonably deemed significant by LenderLender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) reduce to fail to obtain third party consents for access to Collateral to be disposed of, or otherwise change to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the Facility Capcollection or disposition of Collateral to be collected or disposed of, and/or (iii) relinquish to fail to exercise collection remedies against Customers or abandon any other Persons obligated on Collateral or to remove Liens on or any Lien thereon. Notwithstanding adverse claims against Collateral, (iv) to exercise collection remedies against customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any provision Borrower, for expressions of interest in acquiring all or any Loan Documentportion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Lender against risks of loss, collection or disposition of Collateral or to provide to Lender a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Lender in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering collection or disposition of any of the Collateral Collateral. (c) Each Borrower acknowledges that the purpose of this Section 9.3 is to provide non-exhaustive indications of what actions or omissions by the extent required hereunder; (ii) pay for the performance Lender would not be commercially unreasonable in Lender’s exercise of any of Obligations; (iii) discharge taxes or Liens on any of remedies against the Collateral and that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments other actions or omissions by Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 9.3. Without limitation upon the foregoing, nothing contained in this Section 9.3 shall be construed as a waiver to grant any rights to any Borrower or to impose any duties on Lender that would not have been granted or imposed by this Agreement or by Law in the absence of this Section 9.3. Lender of shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Lender may at any Event of Default time pursue, relinquish, subordinate, or modify or to take any other rights action with respect thereto and such determination will not in any way modify or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of affect any of Lender’s or Lenders’ rights hereunder. (d) The enumeration of the foregoing rights and remedies hereunder, including, without limitation, its right following is not intended to be exhaustive and the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public salerights or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, or the time after all of which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, cumulative and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processalternative.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following Upon the occurrence of an Event of Default under the Indenture, irrespective of whether a notice of default has been given with respect to take immediate possession such Event of Default (unless required by the Indenture), and with or without bringing any action or proceeding, the Trustee may, at its option, succeed to and proceed to enforce all of the Collateral rights, interests and remedies of the Company under the Contracts and Documents, amend, modify, cancel, terminate or replace the same, reassign the Company's right, title and interest therein to any other person, and exercise its any and all other rights of the Company under the Contracts and Documents, either in person or through an agent, receiver or keeper, without further notice to or consent by the Company, and without regard to the adequacy of security for the Obligations or the availability of any other remedies. The exercise of any of the foregoing rights or remedies shall not cure or waive any Default under the Indenture or any other Transaction Document, or waive, modify or affect any notice of default thereunder, or invalidate any act done pursuant to any such notice. In addition to the rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before of the time of any intended public saleTrustee as set forth in this Assignment, or the time after which any private sale or other disposition of Collateral is to be made, Trustee shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (entitled to the extent permitted by applicable law) purchase benefit of all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its other rights and remedies set forth in the Indenture and the other Transaction Documents, at law or in equity. Without limiting the foregoing, the Company hereby irrevocably constitutes and appoints the Trustee, upon the occurrence and during the continuance of an Event of Default, as its attorney-in-fact to demand, receive and enforce the Company's rights with respect to the Collateral. LenderContracts and Documents, in dealing with or disposing to give appropriate receipts, releases and satisfactions for and on behalf of the Collateral Company, and to do any and all acts in the name of the Company with the same force and effect as the Company could do if this Assignment had not been made. Such appointment is irrevocable and coupled with an interest until payment in full and complete performance of all the Obligations. The Trustee may appoint a substitute attorney-in-fact. The Company ratifies all actions taken by the attorney-in-fact but, nevertheless, if the Trustee requests, the Company will specifically ratify any action taken by the attorney-in-fact by executing and delivering to the attorney-in-fact or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise entity designated by the attorney-in-fact all documents necessary to marshal assets or to take possession or sell any Collateral with judicial processeffect such ratification.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following 23.1 Upon the occurrence of an Event of Default the Landlord shall have all the following rights and remedies: 23.1.1. to elect to terminate the Term by giving notice of such election, and the effective date thereof, to the Tenant and to receive Termination Damages; 23.1.2. to elect to re-enter and re-take immediate possession of the Collateral Leased Premises, without thereby terminating the Term, by giving notice of such election, and the effective date thereof, to the Tenant and to exercise its receive Re-Leasing Damages; 23.1.3. if the Tenant remains in possession of the Leased Premises after the Tenant’s obligation to surrender the Leased Premises shall have arisen, to remove the Tenant and the Tenant’s and any others’ possessions from the Leased Premises by any of the following means without any liability to the Tenant therefore, any such liability to the Tenant therefore which might otherwise arise being hereby waived by the Tenant: legal proceedings (summary or otherwise), writ of dispossession and any other means and to receive Holdover Damages and, except in the circumstances contemplated by section 20 of this Agreement, to receive all expenses incurred in removing the Tenant and the Tenant’s and any others’ possessions from the Leased Premises, and of storing such possessions if the Landlord so elects; 23.1.4. to be awarded specific performance, temporary restraints and preliminary and permanent injunctive relief regarding Events of Default where the Landlord’s rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before law may be inadequate, without the time necessity of any intended public sale, proving actual damages or the time after which any private sale or other disposition inadequacy of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect at law; 23.1.5. to receive all expenses incurred in securing, preserving, maintaining and operating the Leased Premises during any period of vacancy, in making repairs to the Collateral. LenderLeased Premises, in dealing with or disposing preparing the Leased Premises for re-leasing and in re-leasing the Leased Premises including, without limiting the generality of the Collateral foregoing, any brokerage commissions; 23.1.6. to receive all legal expenses, including without limiting the generality of the foregoing, attorneys’ fees incurred in connection with pursuing any of the Landlord’s rights and remedies, including indemnification rights and remedies; 23.1.7. if the Landlord, in its sole discretion, elects to perform any obligation of the Tenant under this Agreement (other than the obligation to pay Rent) which the Tenant has not timely performed, to receive all expenses incurred in so doing; 23.1.8. to elect to pursue any legal or equitable right and remedy available to the Landlord under this Agreement or otherwise; and 23.1.9. to elect any combination, or any part thereof, shall not be required to give priority or preference to sequential combination of any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processthe rights and remedies set forth in subsection 23.1 of this Agreement.

Rights and Remedies. At any time an Event of Default (as defined in the Loan Agreement) exists or has occurred and is continuing, in addition to all other rights and remedies of Pledgee, whether provided under this Pledge Agreement, the Loan Agreement, the other Financing Agreements, applicable law or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, Pledgor except as such notice or consent is expressly provided for hereunder: (a) In addition Pledgee, at its option, shall be empowered to exercise its continuing right to instruct any Broker to register any or all of the Pledged Property in the name of Pledgee or in the name of Pledgee's nominee and Pledgee may complete, in any manner Pledgee may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee and Pledgee may send the Notice of Exclusive Control (as such term is defined in the applicable Control Agreement) to the acceleration provisions set forth broker under any Control Agreement. Pledgee may vote any securities in Article X aboveany Account (whether or not so transferred) and give all consents, upon waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the occurrence outright owner thereof (Pledgor hereby irrevocably constituting and continuation appointing Pledgee, with full power of an Event substitution, the proxy and attorney-in-fact of DefaultPledgor for such purposes). After said instruction, Lender and without further notice, Pledgee shall have the exclusive right to exercise any and all rights, options corporate rights with respect to the Accounts and remedies provided for in any Loan Document, under of the UCC or at law or in equityother Pledged Property, including, without limitationall rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to any of the Pledged Property as if Pledgee were the absolute owner thereof. Upon the exercise of any such rights, privileges or options by Pledgee, Pledgee shall have the right to transfer, or cause any Broker to transfer, deposit and deliver any and all of the Pledged Property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability, except to account for property actually received by Pledgee. However, Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of Pledgee) and shall not be responsible for any failure to do so or delay in doing so. (b) Pledgee may, at its option, require all cash dividends payable with respect to any securities in any Account be paid to Pledgee as additional collateral security, or, in Pledgee's discretion for application to the Obligations, in such order and manner as Pledgee may determine. (c) Pledgee may, in its discretion: (i) at Credit Parties’ expense, require that all or deliver a notice of exclusive control under any part of the Collateral be assembled and made available to Lender at any place designated by LenderControl Agreement, (ii) reduce cause the Accounts to be registered in Pledgee's sole name or otherwise change the Facility Captransfer any Account to another broker/dealer to be held in Pledgee's sole name, and/or (iii) relinquish remove any items of Pledged Property from any Account and register same in Pledgee's name or abandon any Collateral in the name of its broker/dealer, nominee or agent or any Lien thereon. Notwithstanding of their nominees, (iv) exchange certificates representing any provision of the Pledged Property for certificates of larger or smaller denominations, (v) collect, including by legal action, any notes, instruments, checks or other evidences of payment obligations included in the Pledged Property and compromise or settle same with the relevant obligor and (vi) cause any Broker or any other broker/dealer, agent or nominee aforesaid, to dispose of any Loan DocumentPledged Property with the proceeds thereof to be applied to the Obligations in such order and manner as Pledgee may determine. (d) In addition to all the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, Lender, in its sole discretion, Pledgee shall have the right, at any time that Credit Parties fail and 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 do soor upon Pledgor or any other person (all and each of which demands, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral advertisements and/or notices are hereby expressly waived to the extent required hereunder; (iipermitted by applicable law), to proceed forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or otherwise dispose of and deliver said Pledged Property or any part thereof in one or more lots at public or private sale or sales at any exchange, broker's board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) pay may be for the performance cash or on credit or for future delivery without assumption of any credit risk, with Pledgee having the right to purchase all or any part of Obligations; (iii) discharge taxes said Pledged Property so sold at any such sale or Liens on any of the Collateral that are in violation sales, public or private, free of any Loan document unless Credit Parties are right or equity of redemption in good faith with due diligence Pledgor, which right or equity is hereby expressly waived or released by appropriate proceedings contesting those items; Pledgor. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and (iv) pay for the maintenance and preservation expenses of the Collateral. Such expenses and advances shall be added every kind incurred relative thereto or incidental to the Obligations until reimbursed to Lender and shall be secured by the Collateralcare, and such payments by Lender shall not be construed as a waiver by Lender safekeeping or otherwise of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all Pledged Property or in any way relating to the rights that they may have of Pledgee hereunder, including attorneys' fees and legal expenses, shall be applied first to a judicial hearing in advance the satisfaction of the enforcement Obligations (in such order as Pledgee may elect and whether or not due) and then to the payment of any of Lender’s rights and remedies hereunderother amounts required by applicable law, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession including Section 9-615 of the Collateral Uniform Commercial Code, with Pledgor to be and remain liable for any deficiency. Pledgor shall be liable to exercise its rights Pledgee for the payment on demand of all such costs and remedies expenses, together with respect thereto. (b) Credit Parties interest at the then applicable rate set forth in the Loan Agreement, and any attorneys' fees and legal expenses. Pledgor agrees that ten (10) days prior written notice received by it at least fifteen calendar days before Pledgee designating the place and time of any intended public sale, sale or of the time after which any private sale or other intended disposition of Collateral any or all of the Pledged Property is to be made, is reasonable notification of such matters. (e) All of the Pledgee's rights and remedies, including, but not limited to, the foregoing and those otherwise arising under this Pledge Agreement, the Loan Agreement and the other Financing Agreements, the instruments comprising the Pledged Property, applicable law or otherwise, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, cumulative and not to permit exclusive and shall be enforceable alternatively, successively or cause concurrently as Pledgee may deem expedient. No failure or delay on the part of Pledgee in exercising any of their Subsidiaries toits options, interfere with powers or impose any obstacle to Lender’s rights or partial or single exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority constitute a waiver of such option, power or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processright.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon and after the occurrence and continuation of an any Event of Default, Lender shall have the right have, in addition to exercise any and all rights, options other rights and remedies provided for in any which Lender may have under this Agreement, the other Loan DocumentDocuments, and applicable law, the following rights and remedies, all of which may be exercised with or without further notice to Borrower: (a) all of the rights and remedies of a secured party under the UCC Uniform Commercial Code of the State of North Carolina, or at law any other state where such rights and remedies are asserted; (b) to foreclose the liens and security interests created under this Agreement and the other Loan Documents or in equityunder any other agreement relating to the Collateral or the Realty, includingby any available judicial procedure or without judicial process; (c) to enter any premises where the Collateral may be located, through self-help and without judicial process, without limitationfirst obtaining a final judgment or giving Borrower notice and opportunity for a hearing on the validity of Lender's claim, for the right purpose of taking possession or removing the same, or require Borrower to (i) at Credit Parties’ expense, require that all or any part of assemble the Collateral be assembled and made make it available to Lender at any a place to be designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (ivd) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateralsell, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunderassign, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public salelease, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing otherwise dispose of the Collateral or any part thereof, either at public or private sale, in lots or in bulk, for cash, on credit or otherwise, with or without representation or warranties, and upon such terms as shall not be acceptable to Lender, in its sole discretion, and Lender may bid or become the purchaser at any such public sale, free from any right of redemption which is hereby expressly waived by Borrower, and Lender shall have the option to apply or be credited with the amount of all or any part of the Obligations owing to Lender against the purchase price bid by Lender at any such sale. Lender may, if it deems it reasonable, postpone or adjourn any sale of the Collateral from time to time by an announcement at the time and place of such postponed or adjourned sale, without being required to give priority or preference a new notice of sale. Borrower agrees that Lender has no obligation to any item of preserve rights to the Collateral or otherwise to marshal assets the Realty against prior Persons or to take possession or sell ▇▇▇▇▇▇▇▇ any Collateral with judicial processor the Realty for the benefit of any Person. Lender is hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, 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 Borrower's rights under all licenses and franchise agreements shall inure to Lender's bene- fit. In addition, Borrower agrees that in the event notice is necessary under applicable law, written notice mailed to Borrower in the manner specified in Section 15.3 hereof five (5) days prior to the date of public sale of any of the Collateral or prior to the date after which any private sale or other disposi- tion of the Collateral will be made shall constitute commercially reasonable notice to Borrower.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence of any Event of Default herein (including the expiration of all applicable notice and continuation cure periods) Landlord, subject in all respects to (i) the provisions of this Lease with respect to Landlord's rights to cure defaults by Tenant and (ii) the rights of the holder of any Leasehold Mortgage, shall have the right to pursue any and all remedies available at law or in equity including, without limitation, a preliminary or permanent injunction, specific performance or other equitable relief; actual (but not special, consequential or punitive) damages; and/or termination of this Lease. (b) No default in the performance of the terms, covenants or conditions of this Lease on the part of Tenant or Landlord (other than in the payment of amounts due) shall be deemed to continue if and so long as Landlord or Tenant, as the case may be, shall be delayed in or prevented from remedying the same due to Force Majeure; but if and when the occurrence or condition which delayed or prevented the remedying of such default shall cease or be removed, it shall be the obligation of Landlord or Tenant, as the case may be, without further delay, to commence the correction of such default or to continue and complete the correction thereof. (c) The defaulting party shall be liable for the reasonable legal expenses (including reasonable attorneys’ fees) of the non- defaulting party in connection with any collection of funds owed under this Lease, the remedying of any Event of Default under this Lease or any termination of this Lease where such collection, remedying or termination results from an Event of Default, Lender as finally determined by a court of competent jurisdiction. If a default is alleged and it shall have be determined that no Event of Default exists the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lendercourt may, in its sole discretion, determine that the alleging party shall have be liable for the rightlegal costs and expenses (including reasonable attorneys’ fees) of the other party in defending such claim. (d) Notwithstanding anything to the contrary set forth in this Lease, at any time Landlord, for itself and for each and every succeeding owner of the Premises, agrees that Credit Parties fail it shall never be entitled to do soseek a personal judgment against ▇▇▇▇▇▇'s member(s), and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of upon any Event of Default hereunder, the rights of Landlord to enforce the obligations of Tenant, its successors or assigns, or to collect any other rights or remedies judgment, shall be limited to the termination of Lender. Credit Parties hereby waive any this Lease and/or to collection from the assets of Tenant and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s other equitable rights and remedies specifically granted to Landlord hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of If an Event of Default, Lender Default shall have occurred and be continuing, the right Lender, without any other notice to exercise or demand upon the Borrower, shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and all rightsremedies, options the rights and remedies of a secured party under the Code and any additional rights and remedies as may be provided for to a secured party in any Loan Document, under the UCC or at law or jurisdiction in equitywhich Collateral is located, including, without limitation, the right to (i) at Credit Parties’ expensetake possession of the Collateral, and for that purpose the Lender may, so far as the Borrower can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Lender may in its discretion require that the Borrower to assemble all or any part of the Collateral be assembled at such location or locations within the jurisdiction(s) of the Borrower’s principal office(s) or at such other locations as the Lender may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Lender shall give to the Borrower at least five (5) Business Days’ prior written notice of the time and made available to Lender at place of any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any public sale of Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of time after which any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default private sale or any other rights intended disposition is to be made. The Borrower hereby acknowledges that five (5) Business Days’ prior written notice of such sale or remedies of Lendersales shall be reasonable notice. Credit Parties hereby waive In addition, the Borrower waives any and all rights that they it may have to a judicial hearing in advance of the enforcement of any of the Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoto this Agreement. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of any Borrower received or held by Lender to reduce the Obligations in such manner as Lender may deem advisable, (ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Borrower might exercise, (v) collect and send notices regarding the Collateral with or without judicial process, (vi) at Credit PartiesBorrowers’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any reasonable place designated by Lender, (iivii) reduce or otherwise change the Facility CapRevolving Loan Commitment Amount, (viii) engage, on behalf of Borrowers, a third party to service and collect Borrowers’ receivables, including billing and rebilling third party payors to the extent of their obligations thereunder, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretionPermitted Discretion, shall have the right, at any time that Credit Parties fail any Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens liens on any of the Collateral that are in violation of any Loan document Document unless Credit Parties are such Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations and increase the principal amount outstanding hereunder, until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties Each Borrower agrees that notice received by it at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit PartiesBorrower. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Parties covenant Each Borrower covenants and agree agrees not to, and not to permit or cause any of their its Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. When an Event of Default occurs and for so long as such Event of Default is continuing, the Lender may in its discretion do any one or more of the following from time to time: (a) In addition declare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence presentment, demand, protest, or notice of any kind, all of which are hereby waived by the Borrower to the acceleration provisions set forth fullest extent permitted by applicable law (but if an Event of Default described in Article X aboveSection 9(e) of this Agreement occurs, upon all Obligations are automatically and immediately due and payable without any action by Lender) and (b) exercise any other rights and remedies available to Lender under the occurrence Loan Documents or at law or equity, including the rights and continuation remedies of a secured party under the UCC (including the right to take possession and dispose of the Collateral pursuant to the terms thereof). At any time during an Event of Default, Lender shall have the right to exercise any and all rightsis authorized, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the fullest extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, to set off and apply any perishable Collateral which threatens and all deposits at any time held and other obligations at any time owing by the Lender to speedily decline in value or which is sold on a recognized market for the credit of the account of the Borrower against the Obligations, whether or not Lender shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be sold immediately by contingent or unmatured. The rights of the Lender without prior notice under this Section are in addition to Credit Parties. At any sale or disposition other rights and remedies (including other rights of Collateral, offset) that Lender may (to have. To the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived , Borrower waives and released. Credit Parties covenant and agree not to, and agrees not to permit assert any rights or cause privileges which it may acquire under Section 9-626 of the UCC. Borrower shall remain liable for any deficiency if the proceeds of their Subsidiaries to, interfere with any sale or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing other disposition of the Collateral or are insufficient to pay the Obligations, in full and the fees and disbursements of any part thereof, shall not be required attorneys employed by ▇▇▇▇▇▇ to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processcollect such deficiency.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of At any time an Event of DefaultDefault exists or has occurred and is continuing, in addition to all other rights and remedies of Lender, whether provided under this Agreement, the Loan Agreement, the other Loan Documents, applicable law or otherwise, Lender shall have the right to exercise any and all rights, options following rights and remedies which may be exercised without notice to, or consent by, Debtor except as such notice or consent is expressly provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to hereunder: (ia) at Credit Parties’ expense, Lender may require that neither Debtor nor any affiliate or subsidiary of Debtor make any use of the Patents for any purpose whatsoever. Lender may make use of any Patents for the sale of goods, completion of work-in-process or rendering of services or otherwise in connection with enforcing any other security interest granted to Lender by Debtor or any subsidiary or affiliate of Debtor or for such other reason as Lender may determine. (b) Lender may grant such license or licenses relating to the Collateral for such term or terms, on such conditions, and in such manner, as Lender shall in its discretion deem appropriate. Such license or licenses may be general, special or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or any part of the Collateral be assembled United States of America, its territories and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do sopossessions, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoforeign countries. (bc) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all assign, sell or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing otherwise dispose of the Collateral or any part thereof, shall not be required either with or without special conditions or stipulations except that if notice to give priority or preference to any item Debtor of intended disposition of Collateral is required by law, the giving of five (5) days prior written notice to Debtor of any proposed disposition shall be deemed reasonable notice thereof and Debtor waives any other notice with respect thereto. Lender shall have the power to buy the Collateral or otherwise any part thereof, and Lender shall also have the power to marshal assets execute assurances and perform all other acts which Lender may, in its discretion, deem appropriate or proper to complete such assignment, sale, or disposition. In any such event, Debtor shall be liable for any deficiency. (d) In addition to the foregoing, in order to implement the assignment, sale, or other disposition of any of the Collateral pursuant to the terms hereof, Lender may at any time execute and deliver on behalf of Debtor, pursuant to the authority granted in the Powers of Attorney described in Section 3(f) hereof, one or more instruments of assignment of the Patents (or any application for registration, registration, or recording relating thereto), in form suitable for filing, recording, or registration. Debtor agrees to pay Lender on demand all costs incurred in any such transfer of the Collateral, including, but not limited to, any taxes, fees, and reasonable attorneys’ fees and legal expenses. Debtor agrees that Lender has no obligation to preserve rights to the Patents against any other parties. (e) Lender may first apply the proceeds actually received from any such license, assignment, sale or other disposition of any of the Collateral to the costs and expenses thereof, including, without limitation, reasonable attorneys’ fees and all legal, travel and other expenses which may be incurred by Lender. Thereafter, Lender may apply any remaining proceeds to such of the Obligations as Lender may in its discretion determine. Debtor shall remain liable to Lender for any of the Obligations remaining unpaid after the application of such proceeds, and Debtor shall pay Lender on demand any such unpaid amount, together with interest at the rate then applicable to the Obligations set forth in the Loan Agreement. (f) Debtor shall supply to Lender or to Lender’s designee, Debtor’s knowledge and expertise relating to the manufacture, sale and distribution of the products and services to which the Patents relate and Debtor’s customer lists and other records relating to the Patents and the distribution thereof. (g) Nothing contained herein shall be construed as requiring Lender to take possession any action at any time. All of Lender’s rights and remedies, whether provided under this Agreement, the other Loan Documents, applicable law, or sell otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively, or concurrently as Lender may deem expedient. No failure or delay on the part of Lender in exercising any Collateral with judicial processof its options, power or rights or partial or single exercise thereof, shall constitute a waiver of such option, power or right.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of At any time an Event of DefaultDefault exists or has occurred and is continuing, Lender Assignee shall have the absolute right to exercise enforce, in its name, any and all rightsrights to indemnification or claim for damages or other relief or remedies, options and remedies provided for in any Loan Document, under the UCC or whether at law or in equity, includingarising under or in connection with the Acquisition Agreements, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change and apply the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added proceeds thereof to the Obligations until reimbursed to Lender and in such order or manner as Assignee shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretodetermine. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before In order to effectuate the time foregoing, each Assignor, for itself and its respective successors and assigns, hereby constitutes and appoints Assignee and each officer and employee thereof as its attorney-in-fact with power to assert claims and commence and prosecute suit against any Person or to settle or compromise any such claim or suit relating to any such right, claim, relief or remedy, and to sign and file any and all papers required in connection therewith and to take any and all other action which Assignee may, in its good faith discretion, deem appropriate. Each Assignor hereby ratifies and approves all acts which Assignee or any officer or employee thereof as attorney may do and this power of attorney, being coupled with an interest, is irrevocable as long as any of the Obligations remain outstanding. (c) No failure to exercise, and no delay in exercising on the part of Assignee any right, power or privilege under this Assignment, the Loan Agreement or under any of the other Financing Agreements or other documents referred to herein or therein shall operate as a waiver thereof; nor shall any single or partial exercise of any intended public saleright, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the time after which exercise of any private sale other right, power and privilege. The rights and remedies of Assignee under this Assignment, the other Financing Agreements or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, are cumulative and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its exclusive and all such rights and remedies with respect to the Collateral. Lendermay be exercised alternatively, in dealing with successively or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processconcurrently.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender Lenders shall have the right to exercise any and all rights, options and remedies provided for in any the Loan DocumentDocuments, under the UCC UCC, the Bankruptcy Code or at law or in equity, including, without limitation, the right to (i) apply any property of Borrower held by Lenders to reduce the Obligations, (ii) foreclose the Liens created under the Security Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as Borrower might exercise, (v) collect and send notices regarding the Collateral, with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at Credit Parties’ which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums, and Borrower shall not resist or interfere with such action, (vii) at Borrower’s expense, require that all or any part of the Collateral be assembled and made available to Lender Agent at any place designated by LenderAgent, (iiviii) reduce or otherwise change the Facility Cap, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, LenderAgent, in its sole discretion, shall have the right, at any time that Credit Parties fail Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document Document unless Credit Parties are Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender Lenders and shall be secured by the Collateral, and such payments by Lender Agent shall not be construed as a waiver by Lender Lenders of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoLenders. (b) Credit Parties agrees that notice Borrower hereby grants to Lenders, after the occurrence and during the continuance of an Event of Default, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to Borrower) to use, assign, license or sublicense any Intellectual Property now owned or hereafter acquired by Borrower, and wherever the same may be located, including in such license reasonable access as to all media in which any of the licensed items may be recorded or stored and to all computer programs and used for the compilation or printout thereof, in each case in connection with the exercise of Lenders’ remedies hereunder and under the other Loan Documents. All proceeds received by it at least fifteen calendar days before Lenders in connection with such license will be used by Lenders to satisfy the time Obligations. (c) In addition to the acceleration provisions set forth in Article VIII above, upon the occurrence and continuation of an Event of Default, Borrower shall take any action that Agent may request in order to enable Agent to obtain and enjoy the full rights and benefits granted to Lenders hereunder. Without limiting the generality of the foregoing, upon the occurrence and continuation of any intended public saleEvent of Default, or at the time after which any private sale or request of Agent and at Borrower’s sole cost and expense, Borrower shall execute all documents and take all other disposition of Collateral is actions requested by Agent to be madeenable Agent, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable lawits designee, any perishable Collateral which threatens to speedily decline in value receiver, trustee or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At similar official or any sale or disposition purchaser of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or to obtain from any part thereof, shall not be Person any required authority necessary to give priority or preference to any item operate the business of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processBorrower.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of If an Event of Default, Lender Default shall have occurred and be continuing, the right Secured Party, without any other notice to exercise any and or demand upon the Customer shall have (in addition to all rights, options other rights and remedies provided for herein or by law) the rights and remedies specified in any Loan Document, jurisdiction in which enforcement hereof is sought of a secured party under the UCC or at law or and any additional rights and remedies which may be provided to a secured party in equityany jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the Collateral (i) at Credit Parties’ expensesubject to applicable export control restrictions and security regulations), and for that purpose the Secured Party may, so far as the Customer can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Secured Party may in its reasonable discretion require that the Customer to assemble all or any part of the Collateral be assembled at such location or locations within the jurisdiction(s) of the Customer’s principal office(s) or at such other locations as the Secured Party may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party shall give to the Customer at least 10 Business Days prior written notice of the time and made available to Lender at place of any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any public sale of Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of time after which any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default private sale or any other rights intended disposition is to be made. The Customer hereby acknowledges that 10 Business Days prior written notice of such sale or remedies of Lendersales shall be reasonable notice. Credit Parties hereby waive In addition, the Customer waives any and all rights that they it may have to a judicial hearing in advance of the enforcement of any of Lenderthe Secured Party’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before If the time Proceeds of any intended public sale, collection or other realization of or upon the time after which Collateral are insufficient to cover the Obligations, the Customer shall remain liable for any deficiency. The Secured Party shall not incur any liability as a result of the sale of the Collateral, or any part thereof, at any private sale or other disposition conducted in a commercially reasonable manner and otherwise in compliance with the UCC and applicable export control restrictions. The Customer hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral is to be made, shall be deemed to be reasonable notice of may have been sold at such a private sale was less than the price that might have been obtained at a public sale or other dispositionwas less than the aggregate amount of the Obligations even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree, so long as the sale was conducted in a commercially reasonable manner. If permitted by applicable law, The Secured Party may be the purchaser of any perishable or all of the Collateral which threatens at any public or private (to speedily decline in value or which the extent any portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market may or subject of widely distributed standard price quotations,) sale in accordance with the UCC, and the Secured Party shall be sold immediately by Lender without prior notice to Credit Parties. At any sale entitled, for the purpose of bidding and making settlement or disposition payment of Collateral, Lender may (to the extent permitted by applicable law) purchase price for all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Secured Party at such sale. The Secured Party may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim or modify any part thereof, shall warranties of title or the like. This procedure will not be required considered to give priority or preference to adversely affect the commercial reasonableness of any item sale of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processthe Collateral.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X aboveVIII hereof, upon the occurrence and continuation of an Event of DefaultDefault and upon five (5) Business Days notice to Borrower, Lender shall Agent, on behalf of the Lenders, solely at the request of the Required Lenders in compliance with Section 10.11 and to any statutory committee shall, subject to the Standstill Period, if any, have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equityequity and the automatic stay provided under Section 362 of the Bankruptcy Code shall be deemed lifted or modified to the extent necessary to allow the Agent and the Required Lenders to take the following actions without further notice or a hearing, includingwhich rights are hereby waived: (a) foreclose on its Collateral; (b) enforce all of its guaranty rights; (c) charge the default rate of interest on the Revolving Advances; and (d) declare the principal of and accrued interest, without limitationfees and expenses constituting the Obligations to be due and payable. Upon and after the occurrence and during the continuance of an Event of Default, except as provided in the preceding sentence, the right Lenders shall be required to (i) at Credit Parties’ expense, require that all file a motion seeking relief from the automatic stay to enforce any of its other rights or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereonremedies. Notwithstanding any provision of any Loan Document, LenderAgent, in its sole discretionon behalf of the Lenders, shall have the right, at any time that Credit Parties fail Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any but solely at the request of the Collateral Required Lenders, to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document Obligations unless Credit Parties are Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the CollateralLenders, and such payments by Lender Agent shall not be construed as a waiver by Lender Lenders of any Event of Default or any other rights or remedies of LenderLenders. Credit Parties hereby waive any The Lenders shall be entitled to seek the appointment of a Chapter 11 trustee and all rights that they have an expedited hearing with respect to such request, on not more than five (5) Business Days notice, subject to the Bankruptcy Court’s calendar. The Lenders may have to a judicial hearing in advance of the enforcement of any of Lender’s exercise and enforce their rights and remedies hereunder, including, without limitation, its right following under the occurrence of an Event of Default Financing Orders (subject to take immediate possession any applicable notice or grace periods set forth therein). If the Lenders sell any of the Collateral on credit, the Obligations will be reduced only to the extent of payments actually received. If the purchaser fails to pay for the Collateral, the Lenders may resell the Collateral and shall apply any proceeds actually received to the Obligations. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, so long as the Standstill Period is in effect, the Lenders and the Agent shall not exercise its their rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, set forth or the time after which any private sale or other disposition of Collateral is referred to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all this Agreement or any part thereof free from any right other Loan Document, including this Section 9.1 (except for their rights to charge the default rate of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to interest on the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processRevolving Advances).

Rights and Remedies. (a) In If an Event of Default shall have occurred, then in addition to the acceleration provisions set forth rights and remedies provided for under any other Loan Document or under applicable Law, then at the option of Bank this Deed of Trust may be foreclosed in Article X aboveany manner now or hereafter provided by California law, upon and to the occurrence extent provided or allowed by California law, Bank, by and continuation through the Trustee or otherwise, may sell the Mortgaged Property or any part of an Event the Mortgaged Property at one or more public sales, provided that the same shall comply with the requirements of Defaultapplicable Law. The Trustee may offer the property herein conveyed as a whole, Lender regardless of how it is described. At any such sale, Bank, by and through the Trustee or otherwise, may execute and deliver to the purchaser a conveyance of the Mortgaged Property or any part of the Mortgaged Property. Bank, by and through the Trustee or otherwise, shall have the right to enforce any of its remedies set forth herein and as provided in the Credit Agreement. In the event of any sale under this Deed of Trust by virtue of the exercise of the powers herein granted, or pursuant to any and all rights, options and remedies provided for order in any Loan Documentjudicial proceedings or otherwise, under the UCC or at law Mortgaged Property may be sold as an entirety or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all separate parcels and in such manner or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, order as Bank in its sole discretiondiscretion may elect, and if Bank so elects, Bank, by and through the Trustee or otherwise, may sell the personal property covered by this Deed of Trust at one or more separate sales in any manner permitted by the UCC, and one or more exercises of the powers herein granted shall not extinguish or exhaust such powers, until the entire Mortgaged Property is sold or the Obligations are paid in full. If the Obligations are now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty, assignments of lease or other security instruments, Bank at its option may exhaust the remedies granted under any of said security instruments or this Deed of Trust either concurrently or independently, and in such order as Bank may determine. Said sale may be adjourned by the Trustee, Bank, or its agent, and reset at a later date without additional publication; provided that an announcement to that effect be made at the scheduled place of sale at the time and on the date the sale is originally set; (b) In the event of any sale of the Mortgaged Property as authorized by this Section, all prerequisites of such sale shall be presumed to have been performed, and in any conveyance given hereunder all statements of facts, or other recitals therein made, as to the non-payment or non-performance of the Obligations or as to the advertisement of sale, or the time, place and manner of sale, or as to any other fact or thing, shall have be taken in all courts of law or equity as prima facie evidence that the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: facts so stated or recited are true; and (ic) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of If an Event of Default shall have occurred, Bank may, in addition to take immediate possession and not in abrogation of the Collateral and to exercise its rights and remedies covered under Subparagraph (a) of this Section, either with respect thereto. (b) Credit Parties agrees that notice received or without entry or taking possession as herein provided or otherwise, proceed by it at least fifteen calendar days before the time of any intended public sale, a suit or the time after which any private sale suits in law or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale in equity or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not toother appropriate proceeding or remedy to pursue any other remedy available to it, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of all as Bank in its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, sole discretion shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processelect.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following Upon the occurrence of an Event event of Default default, unless such event of default is subsequently waived in writing by Lender, Lender shall be entitled, at the option of Lender, to take immediate possession exercise any or all of the Collateral and to exercise its following rights and remedies with respect theretoremedies, consecutively or simultaneously, and in any order: (a) Lender may make one (1) or more further Advances, without liability to make any subsequent Advances. (b) Credit Parties agrees that Lender may suspend its obligation to make Advances under this Agreement, without notice received by it at least fifteen calendar days before to Borrower. (c) Lender may terminate its obligation to make Advances under this Agreement, and may declare the time entire unpaid principal balance of any intended public sale, or the time after which any private sale or other disposition of Collateral is Advances made under this Agreement to be madeimmediately due and payable, together with accrued and unpaid interest on such Advances, without notice to or demand on Borrower. (d) Lender may exercise any or all remedies specified herein and/or in the other Loan Documents, including (without limiting the generality of the foregoing) the right to foreclose the Mortgage or to sell the property covered thereby pursuant to the terms thereof, and/or any other remedies which it may have therefor at law, in equity or under statute. (e) Lender may cure the event of default on behalf of Borrower, and, in doing so, may enter upon any Project, and may expend such sums as it may deem desirable, including attorneys' fees, all of which shall be deemed to be reasonable notice Advances hereunder, even though causing the Loan to exceed the face amount of such sale the Note, shall bear interest at the Default Rate and shall be payable by Borrower on demand. (f) Borrower hereby irrevocably authorizes Lender to set off any sum due to or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately incurred by Lender without prior notice to Credit Parties. At any sale or disposition against all deposits and credits of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not toBorrower with, and any and all claims of Borrower against, Lender. Such right shall exist whether or not to permit Lender shall have made any demand hereunder or cause under any of their Subsidiaries toother Loan Document, interfere with whether or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lendernot said sums, in dealing with or disposing of the Collateral or any part thereof, or deposits and credits held for the account of Borrower is or are matured or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to Lender. Lender agrees that, as promptly as is reasonably possible after the exercise of any such setoff right, it shall notify Borrower of its exercise of such setoff right; provided, however, that the failure of Lender to provide such notice shall not affect the validity of the exercise of such setoff rights. Nothing in this Agreement shall be required deemed a waiver or prohibition of or restriction on Lender to give priority or preference all rights of banker's lien, setoff and counterclaim available pursuant to law. In addition, upon the occurrence of any item event described in Section 6.1(g) hereof which will not become an event of Collateral or otherwise default prior to marshal assets or the expiration of some period of time, Lender may suspend its obligations to take possession or sell any Collateral with judicial processfund Advances hereunder immediately upon the occurrence of said event.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender Agent shall have the right to (and at the request of Requisite Lenders, shall) exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of any Borrower held by Agent, for the benefit of Lenders to reduce the Obligations, (ii) foreclose the Liens created under the Security Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged (other than Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law) with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Borrower, as applicable, might exercise (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), (v) collect and send notices regarding the Collateral (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at Credit Parties’ which Collateral and/or pledged securities are located, or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums (other than amounts agreed to by Agent in any agreement with any landlord or lessor), and no Borrower shall resist or interfere with such action, (vii) at Borrowers' expense, require that all or any part of the Collateral be assembled and made available to Lender Agent at any reasonable place designated by LenderAgent, (iiviii) reduce or otherwise change the Facility Cap, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, LenderAgent, in its sole discretionPermitted Discretion, shall have the right, at any time that Credit Parties fail any Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document Document unless Credit Parties are such Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender Agent and shall be secured by the Collateral, and such payments by Lender Agent shall not be construed as a waiver by Lender Agent or Lenders of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any Agent and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoLenders. (b) Credit Parties agrees Borrowers agree that notice received by any of them it at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender Agent without prior notice to Credit PartiesBorrowers. At any sale or disposition of CollateralCollateral or securities pledged, Lender Agent may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrowers which right is hereby waived and released. Credit Parties covenant Borrowers covenants and agree agrees not to, and not to permit or cause any of their its Subsidiaries to, interfere with or impose any obstacle to Lender’s Agent's exercise of its rights and remedies with respect to the Collateral. LenderAgent, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to Upon the acceleration provisions set forth in Article X aboveoccurrence of an Event of Default, Lender shall have all of the rights and remedies of a Lender under the Code, and under any other applicable law. Without limiting the foregoing, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and do all rights, options and remedies provided for in any Loan Document, under of the UCC or at law or in equity, including, without limitation, the right to following: (i) at Credit Parties’ expense, require that all notify any Account Debtor of Borrower or any obligor on any instrument which constitutes part of the Collateral be assembled and made available to Lender at any place designated by make payment to the Lender, (ii) reduce with or otherwise change without legal process, enter any premises where the Facility CapCollateral may be and take possession of and remove the Collateral from the premises or store it on the premises, and/or (iii) relinquish sell the Collateral at public or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lenderprivate sale, in its sole discretionwhole or in part, shall and have the rightright to bid and purchase at said sale, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay to instruct the Third Party Institution maintaining any deposit account or securities account subject to a control agreement in favor of Lender to transfer the funds in such account to any account of the Lender, or (v) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the obligations then in default, provided, however, Borrower hereby agrees that, in any event, it will be liable for the maintenance and preservation any deficiency after any lease or other disposition of the Collateral. Such expenses If requested by Lender, Borrower shall promptly assemble the Collateral and advances shall be added to the Obligations until reimbursed make it available to Lender and shall at a place to be secured designated by the CollateralLender, and such payments by which is reasonably convenient to both parties. Lender shall not be construed as a waiver by Lender of may also render any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral unusable at the Borrower’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Lender is required to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before give to Borrower under the Uniform Commercial Code of the time and place of any intended public sale, sale or the time after which any private sale or other intended disposition of the Collateral is to be made, made shall be deemed to be constitute reasonable notice if such notice is given to the last known address of Borrower at least ten (10) days prior to such sale action. Upon the occurrence and during the continuation of an Event of Default, Borrower hereby appoints Lender as Borrower’s attorney-in-fact, with full authority in Borrower’s place and stead and in Borrower’s name or otherwise, from time to time in Lender’s sole and arbitrary discretion, to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purpose of this Agreement. Lender may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. In connection therewith, upon the occurrence and during the continuation of an Event of Default, Lender and its agents and any purchasers at or after foreclosure are hereby granted a non-exclusive, irrevocable, perpetual, fully paid, royalty-free license or other disposition. If permitted right, solely pursuant to the provisions of this Section 8, to use, without charge, Borrower’s Intellectual Property, including without limitation, labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, now or at any time hereafter owned or acquired by applicable lawBorrower or in which Borrower now or at any time hereafter has any rights; provided, any perishable Collateral which threatens to speedily decline however, such license shall only be exercisable in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or connection with the disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Collateral upon Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processhereunder.

Rights and Remedies. Upon the breach of the Obligation (an “Event of Default”), in addition to all other rights and remedies of Pledgee, whether provided under this Share Pledge, the SPA, applicable law or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, Pledgors: (a) In addition Pledgee, at its option, shall be empowered to cancel or redeem the acceleration provisions set forth Pledged Shares and to take such actions as it deems necessary to effect such cancellation or redemption; (b) Pledgee, at its option, shall be empowered to exercise its continuing right to instruct any appropriate transfer agent of the Pledged Property to register any or all of the Pledged Property in Article X abovethe name of Pledgee or in the name of Pledgee's nominee and Pledgee may complete, upon the occurrence in any manner Pledgee may deem expedient, any and continuation of an Event of Defaultall stock powers, Lender any assignments or other documents heretofore or hereafter executed in blank by Pledgors and delivered to Pledgee. After said instruction, and without further notice, Pledgee shall have the exclusive right to exercise all voting and corporate rights with respect to the Pledged Property, and exercise any and all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options and remedies provided for in pertaining to any Loan Document, under shares of the UCC Pledged Shares or at law or in equityother Pledged Property as if Pledgee were the absolute owner thereof, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lenderexchange, in its sole discretion, any and all of the Pledged Shares or other Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights, privileges or options by Pledgee, Pledgee shall have the right to deposit and deliver any and all of the Pledged Shares or other Pledged Property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability, except to account for property actually received by Pledgee. However, Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of Pledgee) and shall not be responsible for any failure to do so or delay in doing so. (c) In addition to all the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, Pledgee shall have the right, at any time that Credit Parties fail and 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 do soor upon Pledgors or any other person (all and each of which demands, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral advertisements and/or notices are hereby expressly waived to the extent required hereunder; (iipermitted by applicable law), to proceed forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or otherwise dispose of and deliver the Pledged Property or any part thereof in one or more lots at public or private sale or sales at any exchange, broker's board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) pay may be for the performance cash or on credit or for future delivery without assumption of any of Obligations; (iii) discharge taxes credit risk, with Pledgee having the right to purchase all or Liens on any part of the Collateral that are in violation Pledged Property so sold at any such sale or sales, public or private, free of any Loan document unless Credit Parties are right or equity of redemption in good faith with due diligence Pledgors, which right or equity is hereby expressly waived or released by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added Pledgors to the Obligations until reimbursed to Lender and shall be secured extent permitted by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender law. The proceeds of any Event such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of Default every kind incurred relative thereto or any other rights incidental to the care, safekeeping or remedies otherwise of Lender. Credit Parties hereby waive any and all Pledged Property or in any way relating to the rights that they may have of Pledgee hereunder, including attorneys' fees and legal expenses, shall be applied first to a judicial hearing in advance the satisfaction of the enforcement Obligation (in such order as Pledgee may elect and whether or not due) and then to the payment of any of Lender’s rights and remedies hereunderother amounts required by applicable law, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession including Section 9-615(a)(3) of the Collateral Uniform Commercial Code, with Pledgors to be and remain liable for any deficiency. Pledgors shall be liable to exercise its rights Pledgee for the payment on demand of all such costs, expenses and remedies with respect thereto. any attorneys' fees and legal expenses incurred by Pledgee. Any such amounts shall constitute the Obligation. Pledgors agree that five (b5) Credit Parties agrees that days prior written notice received by it at least fifteen calendar days before Pledgee designating the place and time of any intended public sale, sale or of the time after which any private sale or other intended disposition of Collateral any or all of the Pledged Property is to be made, shall be deemed to be is reasonable notice notification of such matters (d) Each Pledgor recognizes that Pledgee may be unable to effect a public sale of all or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other dispositionstate securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Property for their own account for investment and not with a view to the distribution or resale thereof. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At at the time of any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral Pledged Property or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and absolute discretion is authorized to sell such Pledged Property or such part thereof by private sale in such manner and under such circumstances as Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected without registration. Each Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Property were sold at public sale, and that Pledgee has no obligation to delay the sale of any such Pledged Property for the period of time necessary to permit the registration of such Pledged Property for public sale under such applicable securities laws. Each Pledgor agrees that any private sales made under the foregoing circumstances shall be deemed to have been in a commercially reasonable manner. (e) All of the rights and remedies of Pledgee including, but not limited to, the foregoing and those otherwise arising under this Share Pledge, the SPA, the instruments comprising the Pledged Property, applicable law or otherwise, shall be required to give priority cumulative and not exclusive and shall be enforceable alternatively, successively or preference to concurrently as Pledgee may deem expedient. No failure or delay on the part of Pledgee in exercising any item of Collateral its options, powers or otherwise to marshal assets rights or to take possession partial or sell any Collateral with judicial processsingle exercise thereof, shall constitute a waiver of such option, power or right.

Rights and Remedies. (aA) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation of an any Event of Default, Lender shall have the right to exercise principal balance of the Loan and any and all rightsaccrued interest thereon and any and all accrued fees and other Obligations shall automatically become immediately due and payable, options all without presentment, demand, or protest or other requirements of any kind. (B) Borrower agrees that if an Event of Default hereunder or under the Note or under any Loan Document shall have occurred and be continuing, then, in addition to any other rights and remedies provided for in herein or which may otherwise be available, the Lender may without any Loan Documentfurther demand, advertisement or notice (except as expressly provided for below or as may be required by mandatory provisions of law), exercise all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral), and in addition: (i) may apply the moneys, if any, then held by or on behalf of it as part of the Collateral to the Obligations, and (ii) may sell or otherwise dispose of the Collateral, or any part thereof, as hereinafter provided. Upon ten (10) days prior written notice to the Borrower, which notice Borrower acknowledges is sufficient, proper, and commercially reasonable, sell, lease or otherwise dispose of the Collateral, at law any time and from time to time, in whole or in equitypart, at public or private sale, without advertisement or notice of sale, all of which are hereby waived and apply the proceeds of any such sale: (x) first, to the expenses of the Lender in preparing the Collateral for sale, selling and the like, including, without limitation, reasonable attorneys' fees and expenses incurred by the right Lender (including fees and expenses of any litigation incident to the foregoing); (iy) at Credit Parties’ expensesecond, require that to the complete satisfaction of all or any part of the Collateral be assembled Obligations together with all interest accrued thereon; and made available (z) then, to Lender at pay any place designated by Lender, (ii) reduce or otherwise change excess to the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereonBorrower. Notwithstanding any provision Borrower hereby waives the benefit of any Loan Document, marshalling statute or similar legal doctrine and agree that the Lender may exercise its rights against the Collateral and apply the proceeds thereof to any of the Obligations in any order which the Lender, in its sole discretion, deems appropriate. Upon the occurrence and during the continuance of an Event of Default, the Lender shall have the right, at the expense of the Borrower, to enforce collection of any time that Credit Parties fail amounts payable under any agreement, instrument or other obligation, to do soinstruct the obligor or obligors on any such agreement, instrument or obligation to make any payment required by the terms of such instrument or agreement directly to the Lender and require payment to the Lender of all such amounts, and from time to timeadjust, without prior noticesettle or compromise the amount or payment thereof in the same manner and to the same extent as the Borrower might have done. Upon the occurrence and during the continuance of an Event of Default, to: (i) obtain insurance covering any the Borrower shall, upon the instruction of the Collateral Lender, instruct the obligor or obligors on each such agreement, instrument or obligation to make any such payment to the extent required hereunder; Lender. (iiC) The Borrower agrees to pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any all costs of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and Lender (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following attorneys' fees, expenses and disbursements) incurred in connection with the occurrence of an Event of Default to take immediate possession collection of the Collateral Obligations and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received the enforcement by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processhereunder.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, including the right to (i) apply any property of any Borrower received or held by Lender to reduce the Obligations in such manner as Lender may deem advisable, (ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of or sell any Collateral or securities pledged with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Borrower might exercise, (v) collect and send notices regarding the Collateral with or without judicial process, (vi) at Credit PartiesBorrowers’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any reasonable place designated by Lender, (iivii) reduce or otherwise change the Facility Cap, and/or (iiiviii) engage, on behalf of any or all Borrowers, a third party to service and collect Borrowers’ receivables, or (ix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretionPermitted Discretion, shall have the right, at any time that Credit Parties Borrowers fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens liens on any of the Collateral that are in violation of any Loan document Document unless Credit Parties Borrowers are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations and increase the principal amount outstanding hereunder, until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees Borrowers agree that notice received by it them at least fifteen calendar ten (10) days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable lawLaw, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit PartiesBorrowers. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable lawLaw) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Parties Borrowers covenant and agree not to, and not to permit or cause any of their respective Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender Agent shall have the right to (and at the request of Requisite Lenders, shall) exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of Borrower or any Guarantor held by Agent, for the benefit of Lenders, or Lenders to reduce the Obligations, (ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged, with or without judicial process, without giving any warranties and Agent may specifically disclaim warranties of title and the like, (iv) exercise all rights and powers with respect to the Collateral as Borrower or any Guarantor, as applicable, might exercise, (v) collect and send notices regarding the Collateral, with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at Credit Parties’ which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums, and no Borrower or Guarantor shall resist or interfere with such action, (vii) at Borrower's expense, require that all or any part of the Collateral be assembled and made available to Lender Agent at any place designated by LenderAgent, (iiviii) reduce or otherwise change the Facility CapCap and/or the Maximum Loan Amount, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, LenderAgent, in its sole discretionPermitted Discretion, shall have the right, at any time that Credit Parties fail Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or taxes, levies and/or Liens on any of the Collateral that are in violation of any Loan document Document unless Credit Parties are Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and maintenance, repair and/or preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender Agent and shall be secured by the Collateral, and such payments by Lender Agent shall not be construed as a waiver by Lender Agent or Lenders of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any Agent and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoLenders. (b) Credit Parties Borrower agrees that notice received by it at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender Agent without prior notice to Credit PartiesBorrower. At any sale or disposition of CollateralCollateral or securities pledged, Lender Agent may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by Borrower or any Credit Party Guarantor which right is hereby waived and released. Credit Parties covenant Borrower, jointly and agree severally, covenants and agrees not to, and not to permit or cause any of their its Subsidiaries to, interfere with or impose any obstacle to Lender’s Agent's exercise of its rights and remedies with respect to the Collateral. Lender, in In dealing with or disposing of the Collateral or any part thereof, Agent and Lenders shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of If an Event of Default, Lender Default shall have occurred and be continuing, the right Bank shall be entitled to exercise any and in respect of the Collateral all of its rights, options powers and remedies provided for in herein or otherwise available to it under any Loan other Credit Document, by law, in equity or otherwise, including all rights and remedies of a secured party under the UCC UCC, and shall be entitled in particular, but without limitation of the foregoing, to exercise the following rights, which each Pledgor agrees to be commercially reasonable: (a) To notify any or at law all account debtors or obligors under any Accounts or other Collateral of the security interest in favor of the Bank created hereby and to direct all such Persons to make payments of all amounts due thereon or thereunder directly to the Bank or to an account designated by the Bank; and in such instance and from and after such notice, all amounts and Proceeds received by any Pledgor in respect of any Accounts or other Collateral shall be received in trust for the benefit of the Bank hereunder, shall be segregated from the other funds of such Pledgor and shall be forthwith deposited into such account or paid over or delivered to the Bank in the same form as so received (with any necessary endorsements or assignments), to be held as Collateral and applied to the Secured Obligations as provided herein; (b) To take possession of, receive, endorse, assign and deliver, in its own name or in equitythe name of any Pledgor, includingall checks, notes, drafts and other instruments relating to any Collateral, including receiving, opening and properly disposing of all mail addressed to any Pledgor concerning Accounts and other Collateral; to verify with account debtors or other contract parties the validity, amount or any other matter relating to any Accounts or other Collateral, in its own name or in the name of any Pledgor; to accelerate any indebtedness or other obligation constituting Collateral that may be accelerated in accordance with its terms; to take or bring all actions and suits deemed necessary or appropriate to effect collections and to enforce payment of any Accounts or other Collateral; to settle, compromise or release in whole or in part any amounts owing on Accounts or other Collateral; and to extend the time of payment of any and all Accounts or other amounts owing under any Collateral and to make allowances and adjustments with respect thereto, all in the same manner and to the same extent as any Pledgor might have done; (c) To transfer to or register in its name or the name of any of its agents or nominees all or any part of the Collateral, without limitationnotice to any Pledgor and with or without disclosing that such Collateral is subject to the security interest created hereunder; (d) To notify any or all depository institutions with which any Deposit Accounts are maintained and which Deposit Accounts are subject to control in favor of the Bank to remit and transfer all monies, securities and other property on deposit in such Deposit Accounts or deposited or received for deposit thereafter to the right Bank, for deposit in a Collateral Account or such other accounts as may be designated by the Bank, for application to the Secured Obligations as provided herein; (ie) To require any Pledgor to, and each Pledgor hereby agrees that it will at Credit Parties’ expenseits expense and upon request of the Bank forthwith, require that assemble all or any part of the Collateral be assembled as directed by the Bank and made make it available to Lender the Bank at any a place designated by Lender, the Bank; (iif) reduce or otherwise change To enter and remain upon the Facility Cap, and/or (iii) relinquish or abandon premises of any Collateral Pledgor and take possession of all or any Lien thereon. Notwithstanding any provision part of the Collateral, with or without judicial process; to use the materials, services, books and records of any Loan DocumentPledgor for the purpose of liquidating or collecting the Collateral, Lenderwhether by foreclosure, auction or otherwise; and to remove the same to the premises of the Bank or any designated agent for such time as the Bank may desire, in order to effectively collect or liquidate the Collateral; and (g) To sell, resell, assign and deliver, in its sole discretion, shall have all or any of the rightCollateral, in one or more parcels, on any securities exchange on which any Capital Stock may be listed, at public or private sale, at any of the Bank’s offices or elsewhere, for cash, upon credit or for future delivery, at such time that Credit Parties fail to do so, or times and from time to time, without prior notice, to: (i) obtain insurance covering at such price or prices and upon such other terms as the Bank may deem satisfactory. If any of the Collateral is sold by the Bank upon credit or for future delivery, the Bank shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, the Bank may resell such Collateral. In no event shall any Pledgor be credited with any part of the Proceeds of sale of any Collateral until and to the extent required hereunder; (ii) pay for cash payment in respect thereof has actually been received by the performance Bank. 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 any Pledgor, and each Pledgor hereby expressly waives all rights of Obligations; (iii) discharge taxes redemption, stay or Liens on appraisal, and all rights to require the Bank to marshal any assets in favor of such Pledgor or any other party or against or in payment of any or all of the Collateral Secured Obligations, that are in violation it has or may have under any rule of law or statute now existing or hereafter adopted. No demand, presentment, protest, advertisement or notice of any Loan document unless Credit Parties kind (except any notice required by law, as referred to below), all of which are hereby expressly waived by each Pledgor, shall be required in good faith connection with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation any sale or other disposition of any part of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as If any notice of a waiver by Lender proposed sale or other disposition of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession part of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it shall be required under applicable law, the Bank shall give the applicable Pledgor at least fifteen calendar days before ten (10) days’ prior notice of the time and place of any intended public sale, or sale and of the time after which any private sale or other disposition of Collateral is to be made, which notice each Pledgor agrees is commercially reasonable. The Bank shall not be deemed obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. The Bank may, without notice or publication, adjourn any public or private sale or cause the same to be reasonable notice of adjourned from time to time by announcement at the time and place fixed for sale, and such sale or other dispositionmay, without further notice, be made at the time and place to which the same was so adjourned. If permitted by applicable lawUpon each public sale and, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) , upon each private sale, the Bank may purchase all or any part thereof of the Collateral being sold, free from any equity, right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not toor other claim or demand, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights may make payment therefor by endorsement and remedies with respect to the Collateral. Lender, in dealing with or disposing application (without recourse) of the Collateral or any part thereof, shall not be required to give priority or preference to any item Secured Obligations in lieu of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processcash as a credit on account of the purchase price for such Collateral.

Rights and Remedies. While an Event of Default occurs and continues the Secured Parties (acting through the Collateral Agent) may, without notice or demand, do any or all of the following: (a) In addition declare all Obligations immediately due and payable; (b) make any payments and do any acts it considers necessary or reasonable to protect the acceleration provisions set forth Collateral and/or its security interest in Article X abovethe Collateral. Grantor shall assemble the Collateral if the Collateral Agent requests and make it available as the Collateral Agent designates. The Collateral Agent may enter premises where the Collateral is located, upon the occurrence take and continuation maintain possession of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled Collateral, and made available to Lender at any place designated by Lenderpay, (ii) reduce purchase, contest, or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or compromise any Lien thereon(except for Permitted Liens) which appears to be prior or superior to its security interest and pay all expenses incurred. Notwithstanding Grantor grants the Collateral Agent a license to enter and occupy any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to timepremises, without prior noticecharge, to: (i) obtain insurance covering to exercise any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other Agent’s rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of while an Event of Default to take immediate possession of the Collateral occurs and to exercise its rights and remedies with respect theretocontinues. (bc) Credit Parties agrees that notice received by it at least fifteen calendar days before ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the time Collateral. The Collateral Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, while an Event of Default occurs and continues, Grantor’s labels, patents, copyrights, mask works, rights of use of any intended public name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, or and selling any Collateral and, in connection with the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to LenderAgent’s exercise of its rights under this Section, Grantor’s rights under all licenses and all franchise agreements inure to the Collateral Agent’s benefit; (d) demand and receive possession of Grantor’s Books; and (e) exercise all rights and remedies with respect available to the Collateral. LenderCollateral Agent under this Agreement or at law or equity, in dealing with or disposing including all remedies provided under the Code (including disposal of the Collateral or any part pursuant to the terms thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process).

Rights and Remedies. At any time after an Event of Default exists or has occurred and is continuing, in addition to all other rights and remedies of the Pledgee and the Secured Parties, whether provided under this Agreement, the Credit Agreement, the other Loan Documents, applicable law or otherwise, the Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, the Pledgor except as such notice or consent is expressly provided for hereunder or such notices which the Pledgor may not waive in accordance with applicable law: (a) In addition The Pledgee, at its option, shall be empowered to exercise its continuing right to instruct the Issuer in writing (or the appropriate transfer agent of the Pledged Interests) to register any or all of the Pledged Interests in the name of the Pledgee or in the name of the Pledgee’s nominee (including, without limitation, any Secured Party) and the Pledgee may complete, in any manner the Pledgee may deem expedient, any assignments or other documents heretofore or hereafter executed in blank by the Secured Parties and delivered to the acceleration provisions set forth in Article X abovePledgee. After said written instruction, upon and without further notice, the occurrence and continuation of an Event of Default, Lender Pledgee shall have the exclusive right to exercise all voting and corporate rights with respect to the Pledged Property, and exercise any and all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options and remedies provided for in any Loan Document, under pertaining to the UCC or at law or in equityPledged Property as if the Pledgee were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights, privileges or options by the Pledgee, the Pledgee shall have the right to deposit and deliver any and all of the Pledged Property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Pledgee may determine, all without liability, except to account for property actually received by the Pledgee. However, the Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of the Pledgee) and shall not be responsible for any failure to do so or delay in doing so. (b) The Pledgee may, in its good faith discretion (i) collect, foreclose, receive, appropriate, setoff and realize upon any and all Pledged Property, (ii) sell, lease, transfer, assign, deliver or otherwise dispose of any and all Pledged Property (including entering into contracts with respect thereto, public or private sales at Credit Parties’ expenseany exchange, require that all broker’s board, at any office of the Pledgee or elsewhere) at such prices or terms as the Pledgee may deem reasonable, for cash, upon credit or for future delivery, with the Pledgee having the right to purchase the whole or any part of the Collateral be assembled and made available to Lender Pledged Property at any place designated by Lendersuch public sale, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any all of the Collateral foregoing being free from any right or equity of redemption of the Pledgor, which right or equity of redemption is hereby expressly waived and released by the Pledgor (to the extent permitted by applicable law). If notice of disposition of Pledged Property is required hereunder; by law, ten (ii10) pay for days prior notice by the performance Pledgee to the Pledgor designating the time and place of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, sale or the time after which any private sale or other intended disposition of Collateral Pledged Property is to be made, shall be deemed to be reasonable notice thereof and any other notice. The Pledgee shall apply the cash proceeds of such sale Pledged Property actually received by the Pledgee from any sale, lease, foreclosure or other dispositiondisposition of the Pledged Property to payment of the Obligations then due, in whole or in part and in accordance with the terms of Section 10 of the Credit Agreement, and thereafter may hold such proceeds as cash collateral for the Obligations not then due. The Pledgor shall remain liable to the Pledgee and the Secured Parties for the payment of any deficiency with interest at the highest rate provided for in the Credit Agreement and agrees to indemnify the Pledgee and the Secured Parties from all costs and expenses of collection or enforcement incurred in good faith by each of them or on their behalf, including reasonable attorneys’ fees and expenses, as provided in the Credit Agreement. (c) The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect, or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Property for their own account for investment and not with a view to the distribution or resale thereof. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At at the time of any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral Pledged Property or any part thereof, the same shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933 (or other applicable state securities law), as then in effect, the Pledgee in its sole and absolute discretion is authorized to sell such Pledged Property or such part thereof by private sale in such manner and under such circumstances as the Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected without registration. The Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Property were sold at public sale, and that the Pledgee has no obligation to delay the sale of any such Pledged Property for the period of time necessary to permit the Issuer, even if such Issuer would agree, to register such Pledged Property for public sale under such applicable securities laws. The Pledgor agrees that any private sales made under the foregoing circumstances shall be deemed to have been in a commercially reasonable manner. (d) All of the rights and remedies of the Pledgee and the Secured Parties, including, but not limited to, the foregoing and those otherwise arising under this Agreement, the Credit Agreement and the other Loan Documents, the instruments comprising the Pledged Property, applicable law or otherwise, shall be required to give priority cumulative and not exclusive and shall be enforceable alternatively, successively or preference to concurrently as the Pledgee may deem expedient. No failure or delay on the part of the Pledgee or any item Secured Party in exercising any of Collateral its options, powers or otherwise to marshal assets rights or to take possession partial or sell any Collateral with judicial processsingle exercise thereof, shall constitute a waiver of such option, power or right.

Rights and Remedies. (a) In addition to Upon the acceleration provisions set forth in Article X aboveoccurrence, upon and during the occurrence and continuation continuation, of an Event of Default, the Majority Lenders (at their election but without notice of their election and without demand) may, except to the extent otherwise expressly provided or required below, authorize and instruct Collateral Agent to do any one or more of the following on behalf of the Lender Group (and Collateral Agent, acting upon the instructions of the Majority Lenders, shall have do the right same on behalf of the Lender Group), all of which are authorized by Debtors: (a) Proceed directly and at once, without notice, against the any Debtor to exercise collect and recover the full amount or any portion of the Secured Obligations, without first proceeding against any other Debtor, or against any security or collateral for the Secured Obligations. (b) Without notice to Debtors (such notice being expressly waived), and without constituting a retention of any collateral in satisfaction of an obligation (within the meaning of Section 9-505 of the Code), set off and apply to the Secured Obligations any and all rights(i) balances and deposits of any Debtor held by the Lender Group (including any amounts received in any lockbox or other cash dominion accounts), options or (ii) indebtedness at any time owing to or for the credit or the account of any Debtor held by the Lender Group; (c) Hold or cause to be held, as cash collateral, any and all balances and deposits of any Debtor held by the Lender Group, and any amounts received in any lockbox or other cash dominion accounts, to secure the full and final repayment in cash of all of the Secured Obligations; (d) May exercise in respect of the Collateral, in addition to other rights and remedies provided for herein and in any the Credit Agreement and the other Loan DocumentDocuments or otherwise available to it, all the rights and remedies available to it at law (including those of a secured party under the UCC or at law Code) or in equity. (e) Settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Collateral Agent considers reasonable, includingand in such cases, Collateral Agent shall credit, or shall cause Administrative Agent to credit, Debtors' loan account with only the net amounts received by Collateral Agent in payment of such disputed Accounts after deducting all Lender Group Expenses incurred or expended in connection therewith; (f) Cause Debtors to hold all returned Inventory in trust for Collateral Agent, segregate all returned Inventory from all other property of Debtors or in Debtors' possession and conspicuously label said returned Inventory as the property of Collateral Agent; (g) Without notice or demand, make such payments and do such acts as Collateral Agent considers necessary or reasonable to protect its security interest in the Collateral. Debtors agree to assemble the Collateral if Collateral Agent so requires, and to make the Collateral available to Collateral Agent as Collateral Agent may designate. Debtors authorize Collateral Agent to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Collateral Agent'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 Debtor's owned premises, each of the Debtors hereby grants Collateral Agent a license to enter such premises and to occupy the same, without limitationcharge, for up to one hundred twenty (120) days in order to exercise any of Collateral Agent's rights or remedies provided herein, at law, in equity, or otherwise; (h) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Collateral Agent is hereby granted a license or other right to use, without charge, each Debtor's 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 each Debtor's rights under all licenses and all franchise agreements shall inure to the Lender Group's benefit; (i) at Credit Parties’ expense, require that Sell all or any part of 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 each Debtor's premises) as Collateral Agent determines is commercially reasonable. It is not necessary that the Collateral be assembled and made available to Lender present at any place designated by Lender, (ii) reduce or otherwise change such sale. Collateral Agent on behalf of the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, Lender Group shall have the rightright upon any such public sale or sales, at and, to the extent permitted by law, upon any time that Credit Parties fail such private sale or sales, to do sopurchase the whole or any part of the Collateral so sold, and from time free of any right or equity of redemption in any Debtor, which right or equity is hereby waived or released to time, without prior notice, to: the extent permitted by law; (j) Collateral Agent shall give notice of any disposition of the Collateral as follows: (i) obtain insurance covering any Collateral Agent shall give Borrower (for the benefit of Debtors) and each holder of a security interest in the Collateral who has filed with Collateral Agent a written request for notice, a notice in writing of the Collateral time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation be made of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before then the time of any intended public sale, on or the time after which any the private sale or other disposition of Collateral is to be made, ; (ii) The notice shall be deemed personally delivered or mailed, postage prepaid, to be reasonable notice Borrower (for the benefit of such Debtors) as provided in Section 12.02 of the Credit Agreement, at least 10 days before the date fixed for the sale, or at least 10 days before the date on or after which the private sale or other disposition. If permitted by applicable law, disposition is to be made; no notice needs to be given prior to the disposition of any portion of the Collateral that is perishable Collateral which or threatens to decline speedily decline in value or which that is of a type customarily sold on a recognized market may market. Notice to Persons other than Debtors claiming an interest in the Collateral shall be sold immediately sent to such addresses as they have furnished in writing to Collateral Agent; (iii) If the sale is to be a public sale, Collateral Agent also shall give notice of the time and place by Lender without prior publishing a notice one time at least 5 days before the date of the sale in a newspaper of general circulation in the county in which the sale is to Credit Parties. At any sale or disposition be held; (k) By an instrument in writing, appoint a receiver (which term shall include a receiver and manager) of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral and may remove or replace such receiver from time to time or may institute proceedings in any court of competent jurisdiction for the appointment of such receiver; (l) [intentionally omitted] (m) Notify customers or Account Debtors of Debtors that the Accounts of Debtors, General Intangibles, or Negotiable Collateral have been assigned to Collateral Agent or that Collateral Agent has a security interest therein; (n) Collect the Accounts of Debtors, General Intangibles, and Negotiable Collateral directly, and charge the collection costs and expenses as Lender Group Expenses; but, unless and until the Lender Group does so or gives Debtors other written instructions, each Debtor shall collect all Accounts of such Debtor, General Intangibles, and Negotiable Collateral for the Lender Group, receive in trust all payments thereon as the Lender Group's trustee, and immediately deliver said payments to Administrative Agent for the benefit of the Lender Group in their original form as received from such Account Debtor; (o) Any deficiency which exists after disposition of the Collateral as provided above will be paid immediately by Debtors up to the maximum amount, if any, of Debtors' liability under the Credit Agreement or any part thereofother Loan Document. Any excess will be returned to Debtors, shall not be without interest and subject to the rights of third parties, by Collateral Agent as provided in the Loan Documents. Except as required to give priority or preference to any item of Collateral or otherwise to marshal assets by law or to the extent (if any) required by the Credit Agreement, Collateral Agent may take possession any or sell all of the foregoing action without demand, presentment, protest, advertisement or notice of any Collateral with judicial processkind to or upon Debtors or any other person.

Rights and Remedies. (a) In addition to the acceleration provisions rights and remedies of Leader set forth in Article X aboveSubsection 6.02, and subject to any restrictions or limitations set forth in the Custodial Agreement, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options rights and remedies provided for in any Loan Document, of a secured party under the UCC and other applicable law and all the rights and remedies set forth in this Agreement. Borrower waives notice of intent to accelerate, and of acceleration of, the Obligations. After the occurrence and during the continuance of an Event of Default, Lender may enter any premises of Borrower, with or at law or in equity, includingwithout process of law, without limitationforce, to search for, take possession of, and remove the right to (i) at Credit Parties’ expenseCollateral, require that all or any part thereof. If Lender requests after the occurrence and during the continuance of an Event of Default, Borrower shall cease disposition of and shall assemble the Collateral and make it available to Lender, at Borrower’s expense, at a convenient place or places designated by Lender. After the occurrence and during the continuance of an Event of Default, Lender may take possession of the Collateral be assembled and made available to Lender at any place designated by Lender(other than the P▇▇▇▇, (iiabsent a P▇▇▇▇ Default) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereonpart thereof on Borrower’s premises and cause it to remain there at Borrower’s expense, pending sale or other disposition. Notwithstanding Any notice of a disposition shall be deemed reasonably and properly given if given to Borrower at least 10 Business Days before such disposition. If Borrower fails to perform any provision of its obligations under this Agreement, Lender may perform the same in any Loan Document, Lender, form or manner Lender in its sole discretion, shall have the right, at any time that Credit Parties fail to do sodiscretion deems necessary or desirable, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are all monies paid by Lender in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances connection therewith shall be added to the additional Obligations until reimbursed to Lender and shall be secured by immediately due and payable without notice together with interest payable on demand at the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lenderrate set forth in Subsection 2.01(h). Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any All of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processcumulative.

Rights and Remedies. Upon the occurrence and continuance of a Developer default, the UG shall have the following rights and remedies, in addition to any other rights and remedies provided under this Agreement or by law: (a) In addition Whenever any default by Developer shall have occurred and be continuing, subject to applicable cure periods as set forth above, the UG may: (i) refuse to approve any further IRB financing or Abatements and/or terminate existing Abatements; (ii) terminate this Agreement; and/or (iii) exercise any remedies provided to the acceleration provisions UG under the Transaction Documents. The rights and remedies reserved by the UG hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. (b) The UG may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce and compel the specific performance of the duties and obligations of the Developer as set forth in Article X abovethis Agreement, upon to enforce or preserve any other rights or interests of the occurrence UG under this Agreement or otherwise existing at law or in equity and continuation to recover any damages incurred by the UG resulting from such Developer default. (c) In the event of an Event of Defaultsuch default by Developer, Lender shall have the right to exercise any and all rightsUG may take such actions, options and remedies provided for in any Loan Documentor pursue such remedies, under the UCC as exist hereunder or at law or in equityequity and Developer covenants to pay and to indemnify the UG against all reasonable costs and charges, includingincluding attorneys' fees, without limitationlawfully and reasonably incurred by or on behalf of the UG in connection with the enforcement of such actions or remedies. (d) The rights and remedies reserved by the UG hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. If a default by Developer occurs under this Agreement and is continuing, the UG may take whatever action at law or in equity as may appear necessary or desirable to enforce performance and observance by Developer of any provision of this Agreement. The UG shall be entitled to specific performance and injunctive or other equitable relief for any breach or threatened breach of any of the provisions of this Agreement, notwithstanding the availability of an adequate remedy at law, and each party hereby waives the right to raise such defense in any proceeding in equity. Failure by the UG to enforce any such rights shall not be deemed a waiver thereof. (e) The UG shall be entitled to interest payments at a rate equal to the lesser of (i) at Credit Parties’ expense, require that all fifteen percent (15%) or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, highest rate which is allowed by Applicable Laws and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens Requirements on any payments of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured money required by the Collateral, and terms of this Agreement which are not paid by Developer on or before the date that such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoare due. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. The Guarantor waives any and all rights under Articles 827 and 839 of the Brazilian Civil Code (Código Civil Brasileiro) and Article 595 of the Brazilian Civil Procedure Code (Código de Processo Civil) or any other provision of applicable law to require Apple to: (a) In addition to proceed against any of the acceleration provisions set forth Company; (b) proceed against or exhaust any security for the Guaranteed Obligations; or (c) pursue any other remedy in Article X aboveApple’s power. Apple may, upon the occurrence and continuation of an Event of Defaultat its election, Lender shall have the right to exercise any and all rights, options and remedies provided right or remedy Apple may have against the Company or any security now or hereafter held by or for in any Loan Document, under the UCC or at law or in equity, benefit of Apple including, without limitation, the right to (i) foreclose upon any such security by judicial or non judicial sale, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Guaranteed Obligations may thereby be paid, even though any rights which the Guarantor may have or otherwise might obtain by subrogation against others might be diminished or destroyed. The Guarantor acknowledges that any such exercise of a right or remedy with respect to any collateral security for the Guaranteed Obligations may result in a loss, in part or whole, of Apple’s right to collect from the Company any deficiency that may remain after any such exercise of such a right or remedy and that, where such a loss occurs, the Guarantor will also suffer a loss of any rights and remedies, arising in law or equity, which the Guarantor may have to collect any amount from the Company; and the Guarantor agrees to remain bound notwithstanding any such loss. Only the net proceeds from any such foreclosure, after deduction of all costs and expenses authorized to be deducted pursuant to the documents under which such security is held or by law, shall be applied against the Guaranteed Obligations. Apple may, at Credit Parties’ expenseits discretion, require that purchase all or any part of such security so sold or offered for sale for its own account and may apply against the amount bid therefor all or any part of the Collateral Guaranteed Obligations for which such security is held; and in such case, only that portion of the Guaranteed Obligations so applied, after deduction of all costs and expenses authorized to be assembled and made available deducted pursuant to Lender at the documents under which such security is held or by law, shall be applied against the Guaranteed Obligations. The Guarantor waives any place designated by Lenderdefense arising out of the absence, (ii) reduce impairment or otherwise change loss of any right of reimbursement or subrogation or other right or remedy of the Facility Cap, and/or (iii) relinquish or abandon any Collateral Guarantor against the Company or any Lien thereonsuch security, whether resulting from the election by Apple to exercise any right or remedy Apple may have against the Company, any defect in, failure of, or loss or absence of priority with respect to Apple’s interest in such security, or otherwise. Notwithstanding In the event that any provision of foreclosure sale is deemed to be not commercially reasonable, the Guarantor waives any Loan Document, Lender, in its sole discretion, shall right that it may have the right, at to have any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any portion of the Collateral Guaranteed Obligations discharged except to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; amount actually bid and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it Apple at least fifteen calendar days before the time of any intended public such sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, Apple shall not be required to give priority institute or preference prosecute proceedings to recover any item deficiency as a condition of Collateral payment hereunder or otherwise to marshal assets or to take possession or sell any Collateral with judicial processenforcement hereof.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of If an Event of Default, Lender Default shall have occurred and be continuing, the right Bank shall be entitled to exercise any and in a commercially reasonable manner in respect of the Collateral all of its rights, options powers and remedies provided for in herein or otherwise available to it under any other Loan Document, by law, in equity or otherwise, including all rights and remedies of a secured party under the UCC UCC, and shall be entitled in particular, but without limitation of the foregoing, to exercise the following rights, which each Pledgor agrees to be commercially reasonable: (a) To notify any or at law all account debtors or obligors under any Accounts or other Collateral of the security interest in favor of the Bank created hereby and to direct all such Persons to make payments of all amounts due thereon or thereunder directly to the Bank or to an account designated by the Bank; and in such instance and from and after such notice, all amounts and Proceeds received by any Pledgor in respect of any Accounts or other Collateral shall be received in trust for the benefit of the Bank hereunder, shall be segregated from the other funds of such Pledgor and shall be forthwith deposited into such account or paid over or delivered to the Bank in the same form as so received (with any necessary endorsements or assignments), to be held as Collateral and applied to the Secured Obligations as provided herein; (b) To take possession of, receive, endorse, assign and deliver, in its own name or in equitythe name of any Pledgor, includingall checks, notes, drafts and other instruments relating to any Collateral, including receiving, opening and properly disposing of all mail addressed to any Pledgor concerning Accounts and other Collateral; to verify with account debtors or other contract patties the validity, amount or any other matter relating to any Accounts or other Collateral, in its own name or in the name of any Pledgor; to accelerate any indebtedness or other obligation constituting Collateral that may be accelerated in accordance with its terms; to take or bring all actions and suits deemed necessary or appropriate to effect collections and to enforce payment of any Accounts or other Collateral; to settle, compromise or release in whole or in part any amounts owing on Accounts or other Collateral; and to extend the time of payment of any and all Accounts or other amounts owing under any Collateral and to make allowances and adjustments with respect thereto, alt in the same manner and to the same extent as any Pledgor might have done; (c) To transfer to or register in its name or the name of any of its agents or nominees all or any part of the Collateral, without limitationnotice to any Pledgor and with or without disclosing that such Collateral is subject to the security interest created hereunder; (d) To require any Pledgor to, and each Pledgor hereby agrees that it will at its expense and upon request of the right to (i) at Credit Parties’ expenseBank forthwith, require that assemble all or any part of the Collateral be assembled as directed by the Bank and made make it available to Lender the Bank at any a place designated by Lender, the Bank; (iie) reduce or otherwise change To enter and remain upon the Facility Cap, and/or (iii) relinquish or abandon premises of any Collateral Pledgor and take possession of all or any Lien thereon. Notwithstanding any provision part of the Collateral, with or without judicial process; to use the materials, services, books and records of any Loan DocumentPledgor for the purpose of liquidating or collecting the Collateral, Lenderwhether by foreclosure, auction or otherwise; and to remove the same to the premises of the Bank or any designated agent for such time as the Bank may desire, in order to effectively collect or liquidate the Collateral; and (f) To sell, resell, assign and deliver, in its sole discretion, shall have in accordance with the rightUCC, all or any of the Collateral, in one or more parcels, at public or private sale, at any of the Bank’s offices or elsewhere, for cash, upon credit or for future delivery, at such time that Credit Parties fail to do so, or times and from time to time, without prior notice, to: (i) obtain insurance covering at such price or prices and upon such other terms as the Bank may deem satisfactory. If any of the Collateral is sold by the Bank upon credit or for future delivery, the Bank shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, the Bank may resell such Collateral. In no event shall any Pledgor be credited with any part of the Proceeds of sale of any Collateral until and to the extent required hereunder; (ii) pay for cash payment in respect thereof has actually been received by the performance Bank. 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 any Pledgor, and each Pledgor hereby expressly waives all rights of Obligations; (iii) discharge taxes redemption, stay or Liens on appraisal, and all rights to require the Batik to marshal any assets in favor of such Pledgor or any other party or against or in payment of any or all of the Collateral Secured Obligations, that are in violation it has or may have under any rule of law or statute now existing or hereafter adopted. No demand, presentment, protest, advertisement or notice of any Loan document unless Credit Parties kind (except any notice required by law, as referred to below), all of which are hereby expressly waived by each Pledgor, shall be required in good faith connection with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation any sale or other disposition of any part of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as If any notice of a waiver by Lender proposed sale or other disposition of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession part of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it shall be required under applicable law, the Bank shall give the applicable Pledgor at least fifteen calendar days before ten (10) days’ prior notice of the time and place of any intended public sale, or sale and of the time after which any private sale or other disposition of Collateral is to be made, which notice each Pledgor agrees is commercially reasonable. The Bank shall not be deemed obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. The Bank may, without notice or publication, adjourn any public or private sale or cause the same to be reasonable notice of adjourned from time to time by announcement at the time and place fixed for sale, and such sale or other disposition. If permitted by applicable lawmay, any perishable Collateral without further notice, be made at the time and place to which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any the same was so adjourned Upon each public sale or disposition of Collateraland, Lender may (to the extent permitted by applicable law) , upon each private sale, the Bank may purchase all or any part thereof of the Collateral being sold, free from any equity, right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not toor other claim or demand, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights may make payment therefor by endorsement and remedies with respect to the Collateral. Lender, in dealing with or disposing application (without recourse) of the Collateral or any part thereof, shall not be required to give priority or preference to any item Secured Obligations in lieu of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processcash as a credit on account of the purchase price for such Collateral.

Rights and Remedies. Upon the occurrence of any Event of Default hereunder by the Tenant (a) In including the expiration of all applicable grace periods), subject in all respects to the provisions of this Master Lease with respect to the Landlord’s rights to cure defaults by the Tenant and with respect to the rights of any holder of a Mortgage or the Landlord, in addition to any other rights or remedies available to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or Landlord at law or in equity, including, without limitation, shall have the right to: terminate this Master Lease (subject to the provisions of section 10.2(h)) and all rights of the Tenant under this Master Lease by giving the Tenant written notice that this Master Lease is terminated, in which case the Landlord may recover from the Tenant the aggregate sum of: the worth at the time of award of any unpaid Rent that had been earned at the time of termination; the worth at the time of award of the amount by which (A) the unpaid Rent that would have been earned after termination until the time of award exceeds (B) the amount of the rental loss, if any, as the Tenant affirmatively proves could have been reasonably avoided; the worth at the time of award of the amount by which (A) the unpaid Rent for the balance of the Term after the time of award exceeds (B) the amount of rental loss, if any, as the Tenant affirmatively proves could be reasonably avoided; any other amount necessary to compensate the Landlord for all the detriment caused by the Tenant’s failure to perform the Tenant’s obligations or that, in the ordinary course of things, would be likely to result from the Tenant’s failure; and all other amounts in addition to or in lieu of those previously set out as may be permitted from time to time by applicable Washington law. As used in clauses (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change of Section 10.2(a), the Facility Cap, and/or worth at the time of award is computed by allowing interest at the rate of ten percent (10%) per annum. As used in clause (iii) relinquish or abandon any Collateral or any Lien thereonof Section 10.2(a), the worth at the time of award is computed by discounting that amount at the discount rate of the Federal Reserve Bank of Cleveland at the time of award plus one percent (1%). Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do socontinue this Lease, and from time to time, without prior noticeterminating this Lease, toeither: (i) obtain insurance covering recover all Rent, Operating Revenue and other amounts payable as they become due, or relet the Property or any part on behalf of the Collateral Tenant on terms and at the Rent that the Landlord, in the Landlord’s sole discretion, may deem advisable, all with the right to make alterations and repairs to the extent required hereunder; (ii) pay for Property, at the performance of any of Obligations; (iii) discharge taxes or Liens on any Tenant’s cost, and apply all rent and other proceeds received in respect of the Collateral Property to the Rent and other amounts payable by the Tenant. To the extent that are in violation of any Loan document unless Credit Parties are in good faith with due diligence the Rent and other amounts payable by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation Tenant under this Lease exceed the amount of the Collateralproceeds from reletting, the Landlord may recover the excess from the Tenant as and when due. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following Upon the occurrence of an Event of Default Default, the Landlord shall also have the right, with or without terminating this Lease, to take immediate possession re-enter the Property and remove the Tenant and all other persons and property from the Property. The Landlord may store the property removed from the Property in a public warehouse or elsewhere at the expense and for the account of the Collateral and to exercise its rights and remedies with respect theretoTenant. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation of an Event of Default, Lender Bank may exercise from time to time any rights and remedies available to it under any applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any other agreements between Bank and Guarantor and all of Bank's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Bank may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Guarantor's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Bank shall have the right to exercise store the same at any of Guarantor's premises without cost to Bank. At Bank's request, Guarantor shall, at Guarantor's expense, assemble the Collateral and all rightsmake it available to Bank at one or more places to be designated by Bank and reasonably convenient to Bank and Guarantor. Guarantor recognizes that if Guarantor fails to perform, options observe or discharge any of its Obligations, no remedy at law will provide adequate relief to Bank, and remedies provided for agrees that Bank shall be entitled to temporary and permanent injunctive relief in any Loan Document, under such case without the UCC or necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at law or in equity, including, without limitation, the right least ten (10) days prior to such disposition and such notice shall (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled describe Bank and made available to Lender at any place designated by LenderGuarantor, (ii) reduce or otherwise change describe the Facility CapCollateral that is the subject of the intended disposition, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have state the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any method of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and intended disposition, (iv) pay for the maintenance and preservation state that Guarantor is entitled to an accounting of the Collateral. Such expenses Obligations and advances shall be added to state the Obligations until reimbursed to Lender charge, if any, for an accounting and shall be secured by (v) state the Collateral, time and such payments by Lender shall not be construed as a waiver by Lender place of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, disposition or the time after which any private sale is to be made. Bank may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral is and has no obligation to be made, shall be deemed to be reasonable notice provide any warranties at such time. Any Proceeds of such sale or other disposition. If permitted any disposition by applicable law, Bank of any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or may be applied by Bank to the payment of expenses in connection with the Collateral, including, without limitation, legal expenses and reasonable attorneys' fees, and any part thereofbalance of such Proceeds may be applied by Bank toward the payment of such of the Obligations, and in such order of application, as Bank may from time to time elect. In the event of any excess Proceeds after payment in full of the Obligations, such excess shall not be required paid to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processGuarantor.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence of (i) an Event of Default pursuant to Article 10.7 all Obligations shall be immediately due and continuation payable and this Agreement and the obligation of Lender to make Advances shall be deemed terminated; (ii) any of the other Events of Default and at any time thereafter (such default not having previously been cured), at the option of Lender all Obligations shall be immediately due and payable and Lender shall have the right to terminate this Agreement and to terminate the obligation of Lender to make Advances; and (iii) a filing of a petition against any Loan Party in any involuntary case under any state or federal bankruptcy laws the obligation of Lender to make Advances hereunder shall be terminated other than as may be required by an appropriate order of the bankruptcy court having jurisdiction over any Loan Party. Upon the occurrence of any Event of Default, Lender shall have the right to exercise any and all rights, options other rights and remedies provided for in any Loan Documentherein, under the UCC or Uniform Commercial Code, the PPSA, including rights as a hypothecary creditor under the Civil Code of Quebec, and at law or in equityequity generally, including, without limitation, the right to (i) at Credit Parties’ expense, require that foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure or to take possession of and sell any or all or any part of the Collateral be assembled with or without judicial process. Lender may enter any of any Loan Party's premises or other premises without legal process and made without incurring liability to any Loan Party therefor, and Lender may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Lender may deem advisable and Lender may 59 61 require one or more of the Loan Parties to make the Collateral available to Lender at any place designated by Lender, (ii) reduce a convenient place. With or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of having the Collateral to at the extent required hereunder; (ii) pay for the performance time or place of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to sale, Lender and shall be secured by may sell the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery (other than Guarantor Collateral), as Lender may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall not give Loan Parties reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Loan Parties at least five (5) days prior to such sale or sales is reasonable notification. At any public sale Lender may bid for and become the purchaser, and Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and such right and equity are hereby expressly waived and released by each Loan Party. In connection with the exercise of the foregoing remedies, Lender is granted permission to use without charge all of each Loan Party's trademarks, trade styles, trade names, patents, patent applications, licenses, franchises and other proprietary rights which are used in connection with (a) Inventory for the purpose of disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods. The proceeds realized from the sale of any Collateral (other than Guarantor Collateral) shall be required applied as follows: first, to give priority the reasonable costs, expenses and attorneys' fees and expenses incurred by Lender for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Collateral; second, to interest due upon any of the Obligations; and, third, to the principal of the Obligations. If any deficiency shall arise, Loan Parties shall remain liable to Lender therefor. All proceeds realized from the sale of any Guarantor Collateral and payments made by any Guarantor pursuant to the Guarantee or preference otherwise shall be applied as follows: first, to the principal of the Obligations; second, to reasonable costs and expenses incurred by the Lender; and third, to interest due upon or compromised in the Obligations and to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processother Obligations then due.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation during the continuance of an any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Security Agreement or in the Guaranty Agreements, all the rights and remedies of a secured party under the Uniform Commercial Code, and all other rights and remedies provided by law, all of which shall be cumulative to the extent permitted by law. Upon the occurrence of any Event of Default and at any time thereafter, the Lender shall have the right without further notice to exercise the Guarantors to appropriate, take possession and control of, set off and apply to the payment of any or all of the Guaranteed Obligations, any or all Collateral, in such manner as the Lender shall in its sole discretion determine, to enforce payment of the Accounts Receivable or any other Collateral, to settle, compromise or release, in whole or in part, any amounts owing on the Collateral, to prosecute any action, suit or proceeding with respect to the Collateral, to extend the time of payment of any and all rightsCollateral, options to make allowances and remedies provided for adjustment with respect thereto, to issue credits in the name of any Loan DocumentGuarantor or the Lender, under to sell, assign and deliver the UCC or at law or in equity, including, without limitation, the right to Collateral (i) at Credit Parties’ expense, require that all or any part of thereof), at public or private sale, at broker's board, for cash, upon credit or otherwise, at the Collateral be assembled Lender's sole option and made available to discretion and the Lender may bid or become purchaser at any place designated such sale, if public, free from any right of redemption, which is hereby expressly waived. Each Guarantor agrees that the giving of ten (10) days' notice by the Lender, (ii) reduce or otherwise change the Facility Capsent by certified mail, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Documentreturn receipt requested postage prepaid, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for address set forth in Section 8.5 hereof, designating the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; place and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, sale or of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be deemed to be reasonable notice thereof to all Guarantors and each Guarantor waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by the Lender to the payment of the Guaranteed Obligations, in such order as the Lender may elect, and the Guarantors shall remain liable to the Lender for any deficiency, together with interest thereon at the rates provided in the Guaranty Agreements, and the costs and expenses of collection of such sale or other disposition. If permitted by applicable lawdeficiency, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may including (to the extent permitted by applicable law) purchase ), without limitation, reasonable attorneys' fees, expenses and disbursements. The balance, if any, remaining after payment in full of all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not tothe Guaranteed Obligations, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect shall be paid to the Collateral. LenderGuarantors, in dealing with or disposing subject to any duty of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets Lender imposed by law or to take possession or sell the holder of any subordinate security interest in the Collateral with judicial processknown to the Lender.

Rights and Remedies. Upon the occurrence and continuance of a Developer default, subject to any applicable notice and cure periods as described in Section 8.1 above, the UG shall have the following rights and remedies: (a) In addition Whenever any default by Developer shall have occurred and be continuing, subject to applicable cure periods as set forth above, the UG may: (i) refuse to approve any further Certificate of Expenditures or make any further reimbursements of TIF Eligible Expenses unless and until such default is cured by Developer; (ii) terminate Developer's access to the acceleration provisions TIF Financing; and/or (iii) terminate this Agreement and receive a refund of TIF Funds paid to Developer to the date of such default. The rights and remedies reserved by the UG hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. (b) The UG may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce and compel the specific performance of the duties and obligations of Developer as set forth in Article X abovethis Agreement, upon to enforce or preserve any other rights or interests of the occurrence UG under this Agreement or otherwise existing at law or in equity and continuation to recover any damages incurred by the UG resulting from such Developer default. (c) In the event of an Event of Defaultsuch default by Developer, Lender shall have the right to exercise any and all rightsUG may take such actions, options and remedies provided for in any Loan Documentor pursue such remedies, under the UCC as exist hereunder or at law or in equityequity and Developer covenants to pay and to indemnify the UG against all reasonable costs and charges, includingincluding attorneys' fees, without limitationlawfully and reasonably incurred by or on behalf of the UG in connection with the enforcement of such actions or remedies. (d) The rights and remedies reserved by the UG hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. If a default by Developer occurs under this Agreement and is continuing, the right UG may take whatever action at law or in equity as may appear necessary or desirable to (i) at Credit Parties’ expense, require that all or any part enforce performance and observance by Developer of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateralthis Agreement. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured Failure by the Collateral, and UG to enforce any such payments by Lender rights shall not be construed as deemed a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretothereof. (be) Credit Parties agrees that notice received by it at least fifteen calendar days before Notwithstanding the time of any intended public sale, foregoing or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline anything in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (this Agreement to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is contrary, the parties hereby waived and released. Credit Parties covenant expressly acknowledge and agree not tothat, and not under no circumstances, will Developer ever be liable for any remote or consequential damages including without limitation lost tax revenues, arising out of or in any way related to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processthis Agreement.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and during the continuation of an Event of Default: (i) all rights of Pledgor to exercise the voting and other corporate rights which it would otherwise be entitled to exercise, Lender and to receive dividends, interest payments and other distributions, in each case pursuant to Section 6.1 hereof, shall cease, and all such rights shall, subject to the terms of the Subordination Agreement, thereupon become vested in Investment Manager which shall thereupon have the sole right to exercise such voting and other corporate rights and to receive and hold as Collateral such dividends and other payments; (ii) without limiting the generality of the foregoing, Investment Manager may, subject to the terms of the Subordination Agreement, at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options and remedies provided for in pertaining to any Loan Document, under of the UCC or at law or in equityPledged Stock as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Issuer, or upon the exercise by any Issuer of any right, privilege or option pertaining to any Pledged Stock, and in connection therewith, to deposit and deliver any and all of the Pledged Stock with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine, all without liability to Pledgor or any other person or entity except to account to the applicable Pledgor for the property actually received by Investment Manager; and (iii) all dividends, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (i) at Credit Parties’ expenseof this Section 6.2 shall be received in trust, require that for the benefit of Investment Manager, shall be segregated from other funds of Pledgor, and, subject to the terms of the Subordination Agreement, shall be forthwith paid over to Investment Manager as Collateral in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by Investment Manager as Collateral and as further collateral security for the Obligations. Notwithstanding the foregoing or anything to the contrary in this Agreement or any of the other Loan Documents, Investment Manager shall not have (x) any duty to vote or take any other action with respect to any of the Collateral, or (y) any liability or responsibility for any action taken, any failure to act, or any delay in acting by Investment Manager with respect to any of the Collateral. (b) If any Event of Default shall have occurred and shall be continuing, Investment Manager, may exercise (in addition to all other rights and remedies granted in this Agreement, or any other Loan Document), subject to the terms of the Subordination Agreement, all of the rights and remedies available to Investment Manager under all applicable laws. Without limiting the generality of the foregoing, subject to the terms of the Subordination Agreement, if an Event of Default has occurred and is continuing, Investment Manager, without demand of performance, payment, or any other demand, presentment, protest, advertisement or notice of any kind (except as required by applicable law) to or upon Pledgor or any other person or entity (any and all such demands, defenses, advertisements and notices are hereby waived by Pledgor to the fullest extent permitted by law), may immediately collect, receive, appropriate and realize upon all or any part of the Collateral, or may immediately sell, assign, give option or options to purchase or otherwise dispose of and deliver all or any part of the Collateral be assembled and made available (or enter into a contract to Lender do any of the foregoing), in one or more public or private sale or sales, in the over-the-counter market, at any place designated by Lenderexchange, (ii) reduce broker’s board or otherwise change office of Investment Manager or elsewhere upon such terms and conditions as Investment Manager may determine advisable and at such prices as Investment Manager may deem reasonable under the Facility Capcircumstances, and/or (iii) relinquish for cash or abandon any Collateral on credit or any Lien thereon. Notwithstanding any provision for future delivery without assumption of any Loan Documentcredit risk, Lender, in its sole discretion, whether or not every aspect of any such sale is commercially reasonable (to the extent that any such sale is permitted by applicable law). Investment Manager shall have the rightright upon any such public sale or sales and, at to the fullest extent permitted by law, upon any time that Credit Parties fail such private sale or sales, to do so, and from time to time, without prior notice, to: (i) obtain insurance covering purchase all or any part of the Collateral being sold free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released by Pledgor to the fullest extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence permitted by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collaterallaw. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of If any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any shall have occurred and all rights that they may have be continuing, Investment Manager shall, subject to a judicial hearing in advance the terms of the enforcement Subordination Agreement, deposit into a collateral account all of any of Lender’s rights and remedies hereunder, the Proceeds received or held by it from time to time from or with respect to the Collateral (including, without limitation, its right following the occurrence net proceeds of an Event any collection, recovery, receipt, appropriation, realization or sale of Default to take immediate possession or upon all or any part of the Collateral after deducting all costs and expenses (including, without limitation, reasonable fees and expenses of counsel incurred in connection therewith or incidental to exercise its rights the care, maintenance and remedies safekeeping of such Collateral). Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, Investment Manager shall not have any obligation to account to Pledgor for any surplus proceeds resulting from any sale, disposition or transfer of any of the Collateral, or any other Proceeds received by Investment Manager from time to time with respect thereto. (b) Credit Parties agrees that to the Collateral, until the Obligations shall have been indefeasibly paid in full. If any notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private a proposed sale or other disposition of any Collateral is to be made, shall be deemed to required by law, Pledgor hereby acknowledges and agrees that such notice shall be reasonable and proper if given at least ten (10) days before such sale or other disposition unless otherwise required by an applicable law (in which case notice of such sale or other disposition. If permitted by applicable disposition shall be given in accordance with the requirements of such law, ). (c) Pledgor shall remain liable for (i) any perishable Collateral which threatens to speedily decline deficiency in value the payment of the Obligations if the Proceeds from or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with in respect to the Collateral. Lender, in dealing with or disposing of the Collateral are insufficient to pay all of the Obligations in full in cash, and (ii) all of the reasonable fees, expenses and costs of any attorneys employed by, or on behalf of, Investment Manager to collect any part thereofsuch deficiency. (d) Subject to the terms of the Subordination Agreement, shall not be required to give priority or preference to any item all of Collateral the Proceeds from the Pledged Stock that are turned over to, or otherwise received by, Investment Manager or its nominee pursuant to marshal assets or this Agreement shall be deposited into a collateral account designated by Investment Manager, after which such Proceeds shall be applied promptly to take possession or sell any Collateral the payment of the Obligations in accordance with judicial processthe terms of the L/C Agreement; provided, however, that until the Proceeds have been applied to the payment of the Obligations, such Proceeds shall continue to be collateral security for the Obligations.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation continuance of an Event of Default, Lender Agent shall have the right to (and at the request of US Requisite Lenders or the Canadian Requisite Lenders, as applicable, shall) exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC UCC, the PPSA or at law or in equity, including, without limitation, the right to (i) apply any property of any Credit Party held by Agent, for the benefit of Lenders, or Lenders to reduce the Obligations, (ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged, with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Credit Party might exercise, (v) collect and send notices regarding the Collateral, with or without judicial process, (vi) by its own peaceable means or with judicial assistance, enter any premises at which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums, and no Credit Party shall resist or interfere with such action, (vii) at Credit Parties’ ' expense, require that all or any part of the Collateral be assembled and made available to Lender Agent at any place designated by LenderAgent in its Permitted Discretion, (iiviii) reduce or otherwise change the US Revolving Facility Maximum Amount, the Canadian Revolving Facility Maximum Amount, the US Revolving Facility Cap, the Canadian Revolving Facility Cap and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, LenderAgent, in its sole discretionPermitted Discretion, shall have the right, at any time that any Credit Parties fail Party fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of the Obligations; (iii) discharge taxes or taxes, levies and/or Liens on any of the Collateral that are in violation of any Loan document Document unless such Credit Parties are Party is in good faith with due diligence by appropriate proceedings proceedings, contesting those items; and (iv) pay for the maintenance and maintenance, repair and/or preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender Agent and shall be secured by the Collateral, and such payments by Lender Agent shall not be construed as a waiver by Lender Agent or Lenders of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any Agent and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoLenders. (b) The Credit Parties agrees jointly and severally agree that notice received by it any of them at least fifteen ten (10) calendar days before (i) the time of any intended public sale, sale or (ii) the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender Agent without prior notice to any Credit PartiesParty. At any sale or disposition of CollateralCollateral or securities pledged, Lender Agent may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any the Credit Party Parties which right is hereby waived and released. The Credit Parties jointly and severally covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s Agent's exercise of its rights and remedies with respect to the Collateral; provided that nothing in this Section 9.1(b) shall prohibit the Credit Parties from exercising any rights to purchase Collateral sold pursuant to the provisions hereof. Lender, in In dealing with or disposing of the Collateral or any part thereof, Agent and Lenders shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process. (c) Each Credit Party hereby grants to Agent, for the benefit of itself and the Lenders, after the occurrence and during the continuance of an Event of Default, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Credit Party) to use, assign, license or sublicense any Intellectual Property, now owned or hereafter acquired by such Credit Party, and wherever the same may be located, including in such license reasonable access as to all media in which any of the licensed items may be recorded or stored and to all computer programs and used for the compilation or printout thereof to the extent not prohibited by any Intellectual Property Agreement related thereto. All proceeds received by Agent or Lenders in connection with such license will be used by Agent or Lenders to satisfy the Obligations. (d) Each purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Credit Party, and each Credit Party hereby waives (to the extent permitted by law) all rights of redemption and appraisal which such Credit Party now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Agent may fix and state in the notice of such sale, and Agent shall not be obligated to make any sale of any Collateral if Agent shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given, and Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice to any Credit Party or anyone else, be made at the time and place to which the same was so adjourned. (e) In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Agent until the sale price is paid by the purchaser or purchasers thereof, but Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for Collateral so sold and, in case of any such failure, such Collateral may be sold again upon notice to the Credit Parties as set forth in this Section 9.1. (f) At any public sale, Agent may bid for or purchase, free (to the extent permitted by law) from any right of redemption or appraisal on the part of the Credit Parties (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using the Obligations as a credit against the purchase price, and Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Credit Parties therefor. (g) For purposes of any sale of Collateral in accordance with this Agreement, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof. Agent shall be free to carry out such sale pursuant to such agreement, and the Credit Parties shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after Agent shall have entered into such an agreement, all Events of Default shall have been remedied and the Obligations paid in full. (h) Upon any sale of Collateral by Agent (including a sale pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral being sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Agent or such officer or be answerable in any way for the misapplication thereof. (i) Upon the occurrence and continuance of an Event of Default, the Credit Parties shall take such action as may be necessary to provide that the rights to payment of any Account, the applicable Account Debtor for such Account is any Governmental Authority, have been assigned to Agent, for the benefit of itself and Lenders, pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Section 3727, et seq. and 41 U.S.C. Section 15, et seq.), or otherwise, and all applicable statutes or regulations respecting the assignment of government Accounts have been complied with.

Rights and Remedies. Upon the occurrence and continuance of a Developer default, subject to any applicable notice and cure periods as described in Section 9.1 above, the UG shall have the following rights and remedies, in addition to any other rights and remedies provided under this Agreement or by law: (a) In addition Whenever any default by Developer shall have occurred and be continuing, subject to applicable cure periods as set forth above, the UG may: (i) refuse to approve any further IRB financing; (ii) terminate this Agreement, (iii) recover from Developer any portions of the UG Contribution which have not otherwise been reimbursed with Pay-Go TIF or Pay-Go CID Financing, and/or (iv) exercise any remedies provided to the acceleration provisions UG under the Transaction Documents, the Bridge Lease, the Management Agreement or the Collateral Assignment, including UG's right to terminate the Bridge Lease and/or assume Developer's rights and interests to the Project Site and any Improvements thereon. The rights and remedies reserved by the UG hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. (b) The UG may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce and compel the specific performance of the duties and obligations of the Developer as set forth in Article X abovethis Agreement, upon to enforce or preserve any other rights or interests of the occurrence UG under this Agreement or otherwise existing at law or in equity and continuation to recover any damages incurred by the UG resulting from such Developer default. (c) In the event of an Event of Defaultsuch default by Developer, Lender shall have the right to exercise any and all rightsUG may take such actions, options and remedies provided for in any Loan Documentor pursue such remedies, under the UCC as exist hereunder or at law or in equityequity and Developer covenants to pay and to indemnify the UG against all reasonable costs and charges, includingincluding attorneys' fees, without limitationlawfully and reasonably incurred by or on behalf of the UG in connection with the enforcement of such actions or remedies. (d) The rights and remedies reserved by the UG hereunder and those provided by law shall be construed as cumulative and continuing rights, no one of which shall be exhausted by the exercise of any one or more of such rights or remedies on any one or more occasions. If a default by Developer occurs under this Agreement and is continuing, the UG may take whatever action at law or in equity as may appear necessary or desirable to enforce performance and observance by Developer of any provision of this Agreement. The UG shall be entitled to specific performance and injunctive or other equitable relief for any breach or threatened breach of any of the provisions of this Agreement, notwithstanding the availability of an adequate remedy at law, and each party hereby waives the right to (i) at Credit Parties’ expense, require that all or raise such defense in any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereonproceeding in equity. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured Failure by the Collateral, and UG to enforce any such payments by Lender rights shall not be construed as deemed a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretothereof. (be) Credit Parties agrees that notice received by it at least fifteen calendar days before Notwithstanding the time of any intended public sale, foregoing or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline anything in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (this Agreement to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is contrary, the parties hereby waived and released. Credit Parties covenant expressly acknowledge and agree not tothat, and not under no circumstances, will Developer ever be liable for any remote or consequential damages including without limitation lost tax revenues, arising out of or in any way related to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processthis Agreement.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation during the continuance of an any Event of Default, Lender Agent shall have the right to exercise any and all rights, options options, duties and remedies provided for of a secured party as permitted by, and in accordance with, applicable law and, in addition to the foregoing, Agent may (and not any Loan DocumentLender without Agent’s written consent), under the UCC or at law or in equity, includingits election, without limitationnotice of election and without demand, the right to (i) at Credit Parties’ expense, require that all do any one or any part more of the Collateral be assembled and made available to Lender at any place designated following, successively or concurrently, all of which are authorized by LenderBorrowers: (a) Declare all Obligations, (ii) reduce whether evidenced by this Agreement, or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering by any of the Collateral to other Loan Documents, including the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateraloutstanding principal amount of, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any accrued interest on, each Advance, immediately due and all rights payable and terminate the Commitment (provided that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following upon the occurrence of an Event of Default to take immediate possession of described in Section 8.11 or 8.12 all Obligations shall become immediately due and payable and the Collateral and to exercise its rights and remedies with respect thereto.Commitment shall terminate without any action by Agent); (b) Credit Parties agrees that notice received by it at least fifteen calendar days before Make such payments and do such acts as Agent considers necessary or reasonable to protect its security interest in the time Collateral. Borrowers agree to assemble the Collateral if Agent so requires, and to make the Collateral available to Agent as Agent may designate. Borrowers authorize Agent to enter the premises where the Collateral is located, to take and maintain possession of any intended public salethe Collateral, or the time after any part of it, and to pay, purchase, contest, or compromise any Lien which any private sale or other disposition of Collateral is in Agent’s determination appears to be madeprior or superior to its security interest and to pay all expenses incurred in connection therewith; with respect to any of Borrowers’ owned premises, Borrowers hereby grant Agent, subject to any rights of third parties, a license to enter into possession of such premises and to occupy the same, without charge in order to exercise any of Agent’s rights or remedies provided herein, at law, in equity, or otherwise, in each case subject to the rights of third parties. Any such amounts expended by Agent or any Lender pursuant to the terms hereof shall be deemed to be reasonable notice Advances made to Borrowers under the terms of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may this Agreement; (c) Set off and apply to the extent permitted by applicable lawObligations any and all Indebtedness at any time owing to or for the credit or the account of Borrowers; (d) purchase Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral or recall all or any part thereof free from portion of any right of redemption by Inventory held at any Credit Party which right warehouse or fulfillment center. Agent is hereby waived and released. Credit Parties covenant and agree not togranted a license or other right, solely pursuant to the provisions of this Section 9.1, to use or sublicense the use of, without charge, Borrowers’ labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks, and not advertising matter, or any Property of a similar nature, as it pertains to permit the Collateral or cause any Inventory, in completing production of, advertising for sale, selling any Collateral or any Inventory and allowing for any resale of their Subsidiaries tosuch Collateral or Loan and Security Agreement – Grove Collaborative, interfere Inc. 42 Inventory, and, otherwise, in connection with or impose any obstacle to LenderAgent’s exercise of its rights under this Section 9.1. Borrowers’ rights under all licenses and remedies with respect all franchise agreements shall inure to Agent’s benefit; (e) Deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreement providing control of any Collateral: (f) Sell the Collateral. LenderCollateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in dealing with or disposing such manner and at such places (including Borrowers’ premises) as Agent determines are commercially reasonable; and (g) Agent may credit bid and purchase at any public sale. Any deficiency that exists after disposition of the Collateral or any part thereof, shall not as provided above will be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processpaid immediately by Borrowers.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence of (i) an Event of Default pursuant to Section 10.7 all Obligations shall be immediately due and continuation payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated; and, (ii) any of the other Events of Default and at any time thereafter (such default not having previously been cured), at the option of Required Lenders all Obligations shall be immediately due and payable and Lenders shall have the right to terminate this Agreement and to terminate the obligation of Lenders to make Advances and (iii) a filing of a petition against any Borrower in any involuntary case under any state or federal bankruptcy laws, all Obligations shall be immediately due and payable and the obligation of Lenders to make Advances hereunder shall be terminated other than as may be required by an appropriate order of the bankruptcy court having jurisdiction over such Borrower. Upon the occurrence of any Event of Default, Lender Agent shall have the right to exercise any and all rights, options rights and remedies provided for in any Loan Documentherein, under the UCC or Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of any Borrower’s premises or other premises without legal process and without incurring liability to any Borrower therefor, and Agent may thereupon, or at any time thereafter, in equityits discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Borrowers to make the Collateral available to Agent at a convenient place, including, without limitationlimitation requiring Borrowers to disassemble and re-assemble Collateral in order to remove such Collateral to such place as Agent may deem advisable and convenient and removing Rig Fleet Equipment from customer locations. With or without having the Collateral at the time or place of sale, Agent may sell the right to (i) at Credit Parties’ expenseCollateral, require that all or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral be assembled which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrowers reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid for and made available to become the purchaser, and Agent, any Lender or any other purchaser at any place designated such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by Lendereach Borrower. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Borrower’s (iia) reduce trademarks, trade styles, trade names, patents, patent applications, copyrights, service marks, licenses, franchises and other proprietary rights which are used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise change disposing of such Inventory and (b) Equipment for the Facility Cap, and/or (iii) relinquish or abandon purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added applied to the Obligations until reimbursed in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to Lender the Obligations as they are converted into cash. If any deficiency shall arise, Borrowers shall remain liable to Agent and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoLenders therefor. (b) Credit Parties To the extent that Applicable Law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Borrower acknowledges and agrees that notice received it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by it at least fifteen calendar days before the time of any intended public saleAgent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the time after which any private sale collection or other disposition of Collateral is to be madecollected or disposed of, shall be deemed (iii) to be reasonable notice fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any Borrower, for expressions of interest in acquiring all or any portion of such sale Collateral, (vii) to hire one or other disposition. If permitted more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by applicable lawutilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, any perishable or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral which threatens or to speedily decline in value or which is sold on provide to the Agent a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale guaranteed return from the collection or disposition of Collateral, Lender may or (xii) to the extent permitted deemed appropriate by applicable law) purchase all the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or any part thereof free from any right disposition of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with the Collateral. Each Borrower acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or impose any obstacle to Lenderomissions by the Agent would not be commercially unreasonable in the Agent’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of against the Collateral and that other actions or any part thereof, omissions by the Agent shall not be required deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section11.1(b) shall be construed to give priority or preference grant any rights to any item of Collateral or otherwise to marshal assets Borrower or to take possession impose any duties on Agent that would not have been granted or sell any Collateral with judicial processimposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation continuance of an any Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail thereafter, Mortgagee shall, subject to do sothe terms of the Guaranty, have all the following rights and from time to time, remedies: (a) With or without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are declare all Secured Obligations immediately due and payable in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.full; (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to To the extent permitted by applicable law, with or without notice, without releasing Mortgagor from any Secured Obligation and without becoming a mortgagee in possession, to cure any Event of Default and, in connection therewith: (i) purchase to enter upon the Subject Property and to do such acts and things as Mortgagee deems necessary or desirable to protect the security of this Mortgage, including without limitation, to appear in and defend any action or proceeding purporting to affect the security of this Mortgage or the rights or powers of Mortgagee hereunder and to exclude Mortgagor and its agents and employees from the Subject Property without liability for trespass, damage or otherwise (Mortgagor hereby agreeing to surrender possession of the Subject Property to Mortgagee upon demand at any such time) and use, operate, manage, maintain and control the Subject Property and every part thereof, including, at the sole discretion of Mortgagee and subject to the terms and conditions set forth in Section 11.1 of the Loan Agreement, permitting Borrower to continue to produce, harvest and sell fish currently in production at the Subject Property at the time of entry by Mortgagee; (ii) to pay, purchase, contest or compromise any encumbrance, charge, lien or claim of lien which, in the judgment of Mortgagee, is senior in priority to this Mortgage (except to the extent set forth in the Intercreditor Agreement), the judgment of Mortgagee being conclusive as between the parties hereto; (iii) to obtain, and to pay any premiums or charges with respect to, any insurance required to be carried hereunder; and (iv) to employ counsel, accountants, contractors and other appropriate persons to assist Mortgagee. (c) To commence and maintain proceedings, judicial or otherwise, to foreclose this Mortgage under applicable law, in which case the Subject Property or any interest therein may be sold for cash or credit in one or more parcels or in several interests or portions and in any manner, at such time and place, upon such terms and after such notice thereof as may be required or permitted by applicable law, or to obtain specific enforcement of the covenants of Mortgagor under this Mortgage, and Mortgagor agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy. For the purposes of any suit brought under this subsection, Mortgagor waives the defenses of laches and any applicable statute of limitations. (d) To apply to a court of competent jurisdiction for and obtain appointment of a receiver of the Subject Property as a matter of strict right and without regard to: (i) the adequacy of the security for the repayment of the Secured Obligations; or (ii) the existence of a declaration that the Secured Obligations are immediately due and payable. (e) To take and possess all documents, books, records, papers and accounts of Mortgagor or the then owner of the Subject Property; to make or modify Leases of, and other agreements with respect to, the Subject Property upon such terms and conditions as Mortgagee deems proper; and to make repairs, alterations and improvements to the Subject Property deemed necessary, in Mortgagee’s judgment, to protect or enhance the security hereof. (f) To resort to and realize upon the security hereunder and any other security now or later held by Mortgagee concurrently or successively and in one or several consolidated or independent judicial actions or lawfully taken non-judicial proceedings, or both, to take all actions permitted under the Indiana UCC, and to apply the proceeds received in accordance with Section 5.3, all in such order and manner as Mortgagee shall determine in its sole discretion. (g) Upon sale of the Subject Property at any judicial or non-judicial foreclosure, Mortgagee may credit bid (as determined by Mortgagee in its sole discretion) all or any part thereof free from any right portion of redemption by any Credit Party which right the Secured Obligations. In determining such credit bid, Mortgagee may, but is hereby waived and released. Credit Parties covenant and agree not obligated to, and not to permit take into account all or cause any of their Subsidiaries to, interfere with the following: (i) appraisals of the Subject Property as such appraisals may be discounted or impose any obstacle to Lender’s exercise of adjusted by Mortgagee in its rights sole underwriting discretion; (ii) expenses and remedies costs incurred by Mortgagee with respect to the Collateral. LenderSubject Property prior to foreclosure; (iii) expenses and costs which Mortgagee anticipates will be incurred with respect to the Subject Property after foreclosure, but prior to resale, including without limitation, costs of structural reports and other due diligence, costs to carry the Subject Property prior to resale, costs of resale (e.g., commissions, attorneys’ fees, and taxes), Hazardous Materials clean-up and monitoring, deferred maintenance, repair, refurbishment and retrofit, and costs of defending or settling litigation affecting the Subject Property; (iv) declining trends in dealing real property values generally and with or disposing respect to properties similar to the Subject Property; (v) anticipated discounts upon resale of the Collateral Subject Property as a distressed or any part thereofforeclosed property; (vi) the existence of additional collateral, shall if any, for the Secured Obligations; and (vii) such other factors or matters that Mortgagee deems appropriate. Mortgagor acknowledges and agrees that, to the extent permitted by law: (A) Mortgagee is not be required to give priority use any or preference all of the foregoing factors to determine the amount of its credit bid; (B) this Section does not impose upon Mortgagee any additional obligations that are not imposed by law at the time the credit bid is made; (C) the amount of Mortgagee’s credit bid need not have any relation to any item loan-to-value ratios specified in any agreement between Mortgagor and Mortgagee or previously discussed by Mortgagor and Mortgagee; and (D) Mortgagee’s credit bid may be, at Mortgagee’s sole discretion, higher or lower than any appraised value of Collateral the Subject Property. (h) In the event of any breach of any of the covenants, agreements, terms or otherwise conditions contained in this Mortgage, and notwithstanding to marshal assets the contrary any exculpatory or non-recourse language which may be contained herein, Mortgagee shall be entitled to take possession enjoin such breach and obtain specific performance of any covenant, agreement, term or sell condition and Mortgagee shall have the right to invoke any Collateral with judicial processequitable right or remedy as though other remedies were not provided for in this Mortgage. In any sale of the Subject Property made pursuant to this Mortgage, Mortgagee, to the extent permitted by governing law, may elect to deem all of the Subject Property to be real property for purposes thereof.

Rights and Remedies. (a) In addition At any time after the occurrence of an Event of Default hereunder, Landlord, subject in all respects to the acceleration provisions of this Lease with respect to Landlord's rights to cure defaults by Tenant may terminate this Lease by giving Tenant written notice thereof, setting forth in such notice an effective date for termination which is not less than thirty (30) days after the date of such notice, in which event this Lease and Tenant's Estate created hereby and all interest of Tenant and all parties claiming by, through or under Tenant shall automatically terminate upon the effective date for termination as set forth in such notice, with the same force and effect and to the same extent as if the effective date of such notice had been the date originally fixed in Article X above2 hereof for the expiration of the Term. In such event, upon Landlord, its agents or representatives, shall have the right, without further demand or notice, to re-enter and take possession of the Leased Premises at any time from and after the effective termination date without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or existing breaches of covenants. (b) Upon the occurrence and continuation of an Event of Default, Lender Landlord shall have the right to exercise invoke any and all rights, options and remedies provided for in any Loan Document, under the UCC or remedy allowed at law or in equity, including, without limitation, injunction (both mandatory and negative) and specific performance. Notwithstanding anything to the right to (i) at Credit Parties’ expensecontrary herein, require that all mention in this Lease or exercise by Landlord of any part of the Collateral be assembled and made available to Lender at particular remedy shall not preclude Landlord from exercising any place designated by Lender, (ii) reduce other remedies expressly provided in this Lease or from bringing a lawsuit for or otherwise change the Facility Cap, and/or claiming its right of indemnification. (iiic) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral In addition to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunderpossessed by Landlord under this Lease or otherwise at law or in equity upon a termination of this Lease pursuant to this Section 12.2, including, without limitation, its right following upon the occurrence of an Event of Default Default, Landlord may require Tenant to take immediate possession of the Collateral and deliver to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, Landlord or the time after which any private sale or other disposition of Collateral is otherwise effectively transfer to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may Landlord (to the extent transferable and permitted by applicable lawunder city, state and federal laws) purchase any and all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived governmental approvals and released. Credit Parties covenant and agree not topermits, and not any and all rights of possession, ownership or control Tenant may have in and to permit any and all financing arrangements, plans, specifications and other technical documents or cause materials related to the Leased Premises. In addition, upon such a termination, Tenant shall reimburse Landlord for any and all actual expenditures incurred and for any and all actual damages suffered by Landlord as a result of their Subsidiaries tosuch Event of Default or such termination, interfere with or impose any obstacle to Lender’s however caused, including all costs, claims, losses, liabilities, damages and expenses (including without limitation, reasonable attorneys' fees and costs) incurred by Landlord as a result thereof. (d) Upon the exercise of its rights Landlord's remedies pursuant to this Section 12.2, Tenant shall execute such releases, deeds and remedies with respect other instruments in recordable form as Landlord shall reasonably request in order to accurately set forth of record the Collateral. Lender, in dealing with or disposing then current status of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processTenant's Estate and Tenant's rights hereunder.

Rights and Remedies. 153 (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of any Borrower held by Lender to reduce the Obligations, (ii) foreclose the Liens created under the Security Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged (other than Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law) with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Borrower, as applicable, might exercise (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), (v) collect and send notices regarding the Collateral (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at Credit Parties’ which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums, and no Borrower shall resist or interfere with such action, (vii) at Borrower's expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (iiviii) reduce or otherwise change the Facility Cap, the Term Loan Amount, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties Borrower agrees that notice received by it Borrower Agent at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit PartiesBorrower. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Parties covenant Borrower covenants and agree agrees not to, and not to permit or cause any of their its Subsidiaries to, interfere with or impose any obstacle to Lender’s 's exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of Borrower held by Lender to reduce the Obligations, (ii) foreclose the Liens created under the Security Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as Borrower, as applicable, might exercise, (v) collect and send notices regarding the Collateral, with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at Credit Parties’ which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums, and no Borrower shall resist or interfere with such action, (vii) at Borrower’s expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (iiviii) reduce or otherwise change the Facility Cap, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document Document unless Credit Parties are Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties Borrower agrees that notice received by it at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit PartiesBorrower. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Parties covenant Borrower covenants and agree agrees not to, and not to permit or cause any of their its Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition Upon the occurrence of any Event of Default, which Event of Default has not been cured within the applicable grace or cure period, Secured Party may, without further notice or demand, declare any of the Obligations immediately due and payable and this Security Agreement in default, and thereafter, Secured Party shall have the remedies of a secured party under the Uniform Commercial Code as then in effect in the State of Colorado and all other rights and remedies at law or in equity available to secured creditors in the State of Colorado. Proceeds of any disposition of the Collateral shall be applied to the acceleration provisions set forth Obligations as specified in Article X abovethe Credit Agreement. (b) During the time that Secured Party is in possession of the Collateral, upon and to the extent permitted by law, Secured Party shall have the right to hold, use, operate, manage and control all or any part of the Collateral. Upon the occurrence and continuation of an Event of Default, Lender Secured Party may notify account debtors to make payment directly to Secured Party and collect and retain all proceeds and other sums due or to become due with respect to the Collateral, accounting only for the net proceeds arising from such use and charging against receipts from such use all costs, expenses, charges, damage or loss by reason of such use. Notwithstanding the foregoing, Secured Party shall also be entitled, without further notice or demand and to the extent permitted by law, to have a receiver appointed to take charge of all or any part of the right Collateral, exercising all of the rights specified in the immediately preceding sentence. (c) Debtor shall pay to exercise any and Secured Party on demand all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equityreasonable out-of-pocket expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by Secured Party incidental to taking, holding, collecting upon, selling and the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce like or otherwise change dealing with the Facility CapCollateral, and/or or incurred by Secured Party in otherwise enforcing any term or condition of this Security Agreement, together with interest thereon at the default interest rate (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, as specified in its sole discretion, shall have the right, at any time that Credit Parties fail to do soAgreement), and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such all such expenses and advances shall be added to the Obligations until reimbursed to Lender and interest shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.as

Rights and Remedies. (a) In Upon the occurrence of any such Event of Default and at any time thereafter until such time as it has been waived in writing by Lender, in addition to all other rights and remedies of Lender, whether provided under law, the acceleration provisions set forth in Article X aboveAgreements or otherwise, upon the occurrence and continuation after expiration of an Event of Defaultany grace period, Lender shall have the right to exercise any and all rights, options following rights and remedies which may be exercised without notice to, or consent by, Borrower except as such notice or consent is expressly provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, hereunder: A. Lender may require that neither Borrower nor any affiliate or subsidiary of Borrower make any use of the Trademarks or any marks similar thereto or any Patent for any purpose whatsoever. Subject to any applicable Government Limitations, Lender may make use of any Trademarks or Patents for the sale of goods, or rendering of services in connection with enforcing any other security interest granted to Lender by Borrower or any subsidiary of Borrower. B. Subject to any applicable Government Limitations, Lender may, at any time and from time to time, grant such license or licenses relating to the Collateral for such term or terms, on such conditions, and in such manner, as Lender shall in its sole discretion deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or any part of the Collateral be assembled United States of America, its territories and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do sopossessions, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoforeign countries. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of C. Subject to any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of CollateralGovernment Limitations, Lender may (to the extent permitted by applicable law) purchase all assign, sell, or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing otherwise dispose of the Collateral or any part thereof, either with or without special conditions or stipulations, except that Lender agrees to provide Borrower with ten (10) days prior written notice of any proposed disposition of the Collateral. Lender shall have the power to buy the Collateral or any part thereof, and Lender shall also have the power to execute assurances and perform all other acts, which Lender may, in Lender's sole discretion, deem appropriate or proper to complete such assignment, sale or disposition. In any such event, Borrower shall be liable for any deficiency. D. In addition to the foregoing, in order to implement the assignment, sale, or other disposition of any of the Collateral pursuant to subparagraph 5C hereof, Lender may at any time execute and deliver on behalf of Borrower, pursuant to the authority granted in the Powers of Attorney described in subparagraph 3E hereof, one or more instruments of assignment of the Trademarks or Patents (or any application, registration, or recording relating thereto), in form suitable for filing, recording or registration. Borrower agrees to pay Lender on demand all costs incurred in any such transfer of the Collateral, including, but not limited to, any taxes, fees, attorneys' fees, together with interest thereon at the default rate of interest provided in the Financing Agreement. E. Lender may apply the proceeds actually received from any such license, assignment, sale, or other disposition of Collateral first to the reasonable costs and expenses thereof, including, without limitation, reasonable attorneys' fees and all legal, travel, and other expenses which may be required incurred by Lender. Thereafter, Lender may apply any remaining proceeds to give priority such of the Obligations as Lender may in its sole discretion determine. Borrower shall remain liable to Lender for any expenses or preference obligations remaining unpaid after the application of such proceeds, and Borrower will pay Lender on demand any such unpaid amount, together with interest thereon at the default rate of interest provided in the Financing Agreement. F. In the event that any such license, assignment, sale or disposition of the Collateral (or any part thereof) is made after the occurrence of an Event of Default, Borrower shall, subject to any item applicable Government Limitations, supply to Lender or Lender's designee Borrower's knowledge and expertise relating to the manufacture and sale of Collateral or otherwise to marshal assets the products and services bearing the Trademarks or to which the Patents relate and Borrower's customer lists and other records relating to the Trademarks and Patents and the distribution thereof. G. Lender may (without assuming any obligations or liability thereunder), at any time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower in, to and under any one or more license agreements with respect to the Collateral, and take possession or sell refrain from taking any Collateral action with judicial processrespect thereto, and Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, or any action taken or omitted to be taken with respect to, any such license agreement. H. Nothing contained in this Agreement shall be construed as requiring Lender to take any of the actions or exercise any of the rights and remedies referenced herein at any time. All of Lender's rights and remedies, whether provided under law, the Agreements, this Agreement, or otherwise, shall be cumulative and none is exclusive. Such rights and remedies may be enforced alternatively, successively, or concurrently.

Rights and Remedies. (a) In addition to Notwithstanding the acceleration provisions set forth in Article X aboveof Section 362 of the Bankruptcy Code, upon the occurrence and continuation of an Event of Default and at any time thereafter and without any further order of the Bankruptcy Court, but in all events subject to the provisions of the Financing Order, (i) at the option of Required Lenders, all Obligations shall be immediately due and payable and Lenders shall have the right to terminate this Agreement and to terminate the obligation of Lenders to make Advances, (ii) Agent may terminate the Loan Parties' right to use Cash Collateral by written notice thereof to counsel for the Loan Parties, counsel for the Creditors' Committee (if any) and the U.S. Trustee, without further notice, application or order of the Bankruptcy Court, and (iii) Agent may terminate the obligations of the Lenders to make Advances. Upon the occurrence of any Event of Default, Lender and without any further order of the Bankruptcy Court, Agent shall have the right to exercise any and all rights, options rights and remedies provided for in any Loan Documentherein, under the UCC or Other Documents, under the Uniform Commercial Code, under the Financing Order, and at law or in equityequity generally, including, without limitation, including the right to (i) at Credit Parties’ expense, require that foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all or any part of the Collateral be assembled with or without judicial process; provided, however, that in connection with and made available prior to Lender at exercising any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens foreclosure on any of the Collateral that are or otherwise exercising remedies against the Collateral, the Agent shall comply with the requirements and procedures set forth in violation the Financing Order (if any). Subject to the provisions of the Financing Order, Agent may enter any of any Loan document unless Credit Party's premises or other premises without legal process and without incurring liability to such Loan Party therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Loan Parties to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Loan Parties reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by Loan Parties. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual non‑revocable, royalty‑free, non‑exclusive license and Agent is granted permission to use all of each Loan Party's (a) trademarks, trade styles, trade names, patents, patent applications, copyrights, service marks, licenses, franchises and other proprietary rights which are used or useful in good faith connection with due diligence by appropriate proceedings contesting those items; Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory and (ivb) pay Equipment for the maintenance and preservation purpose of completing the Collateralmanufacture of unfinished goods. Such expenses and advances The cash proceeds realized from the sale of any Collateral shall be added applied to the Obligations until reimbursed in the order set forth in Section 11.5 hereof. Non‑cash proceeds will only be applied to Lender the Obligations as they are converted into cash. If any deficiency shall arise, Loan Parties shall remain liable to Agent and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoLenders therefor. (b) Credit Parties To the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each Loan Party acknowledges and agrees that notice received it is not commercially unreasonable for Agent (i) to fail to incur expenses reasonably deemed significant by it at least fifteen calendar days before the time of any intended public saleAgent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the time after which any private sale collection or other disposition of Collateral is to be madecollected or disposed of, shall be deemed (iii) to be reasonable notice fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring all or any portion of such sale Collateral, (vii) to hire one or other disposition. If permitted more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by applicable lawutilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, any perishable or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral which threatens or to speedily decline in value or which is sold on provide to Agent a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale guaranteed return from the collection or disposition of Collateral, Lender may or (xii) to the extent permitted deemed appropriate by applicable law) purchase all Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or any part thereof free from any right disposition of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, Each Loan Party acknowledges that the purpose of this Section 11.1(b) is to provide non‑exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in dealing with or disposing Agent's exercise of remedies against the Collateral and that other actions or any part thereof, omissions by Agent shall not be required deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to give priority or preference grant any rights to any item of Collateral or otherwise to marshal assets Loan Party or to take possession impose any duties on Agent that would not have been granted or sell any Collateral with judicial processimposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of At any time an Event of DefaultDefault exists or has occurred and is continuing, Lender Assignee shall have all rights and remedies under this Assignment, the Uniform Commercial Code and other applicable law, and shall have the absolute right to exercise enforce, in its name, any and all rightsrights to indemnification or claim for damages or other relief or remedies, options and remedies provided for in any Loan Document, under the UCC or whether at law or in equity, includingarising under or in connection with the Merger Agreements, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change and apply the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added proceeds thereof to the Obligations until reimbursed to Lender and shall be secured by in such order or manner as set forth in the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoFinancing Agreements. (b) Credit Parties agrees that notice received by it In order to effectuate the provisions of Section 6(a) above, Assignor, for itself and its respective successors and assigns, hereby constitutes and appoints Assignee and each officer and employee thereof as its attorney-in-fact with power at least fifteen calendar days before any time after an Event of Default exists or has occurred and is continuing, to assert claims and commence and prosecute suit against any Person or to settle or compromise any such claim or suit relating to any such right, claim, relief or remedy, and to sign and file any and all papers required in connection therewith and to take any and all other action which Assignee may, in its good faith discretion, deem appropriate. Assignor hereby ratifies and approves all acts which Assignee or any officer or employee thereof as attorney may do and this power of attorney, being coupled with an interest, is irrevocable as long as any of the time Obligations remain outstanding. (c) No failure to exercise, and no delay in exercising on the part of Assignee or any Lender any right, power or privilege under this Assignment, the Loan Agreement or under any of the other Financing Agreements or other documents referred to herein or therein shall operate as a waiver thereof; nor shall any single or partial exercise of any intended public saleright, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the time after which exercise of any private sale other right, power and privilege. The rights and remedies of Assignee and Lenders under this Assignment, the other Financing Agreements or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, are cumulative and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its exclusive and all such rights and remedies with respect to the Collateral. Lendermay be exercised alternatively, in dealing with successively or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processconcurrently.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation of an Event of a Partner Default, Lender the Non-Defaulting Partner and the Partnership shall each have the right to exercise any and all following rights, options and remedies provided for which shall be cumulative and may be exercised concurrently or singly in any Loan Document, under the UCC or sole and absolute discretion of the Non-Defaulting Partner: (a) The right to bring an action at law by or on behalf of Partnership or the Non-Defaulting Partner in equityorder to recover the amounts owed, if any, and any incidental or consequential damages arising from such default (including, without limitation, reasonable attorneys fees and disbursements incurred by the Partnership or the Non-Defaulting Partner, as the case may be, in prosecuting any such action). (b) The right to bring any proceeding in the nature of injunction, specific performance or other equitable remedy, it being acknowledged by each of the Partners that damages at law may be an inadequate remedy for such default. (c) If a sum of money is owed to the Partnership (whether a capital contribution or a loan), the Non-Defaulting Partner may advance the sum of money owed to the Partnership by the Defaulting Partner with the following results: (i) at Credit Parties’ expense, require that all or any part of the Collateral sum thus advanced shall be assembled and made available deemed to Lender at any place designated by Lender, be a loan from the Non-Defaulting Partner to the Defaulting Partner; (ii) reduce or otherwise change the Facility Cap, and/or principal balance of such deemed loan shall be due and payable in whole upon written demand from the Non-Defaulting Partner to the Defaulting Partner; (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision the principal balance of any Loan Documentsuch deemed loan shall bear interest at an interest rate equal to the lesser of (1) six percent (6%) per annum, Lenderover the prime rate of interest per annum announced, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior noticeby major money center banks in the United States and as published in The Wall Street Journal, to: compounded monthly or (i2) obtain insurance covering any of the Collateral maximum nonusurious interest rate permitted by applicable law from time to the extent required hereundertime in effect; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and and (iv) pay for all distributions from the maintenance and preservation Partnership that would otherwise be made to the Defaulting Partner (whether before or after dissolution of the Collateral. Such expenses and advances shall Partnership) shall, instead, be added paid to the Obligations Non-Defaulting Partner until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any loan and all rights that they may have to a judicial hearing interest accrued thereon has been repaid in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretofull. (bd) Credit Parties agrees If, as a result of the nature of the default, failure, breach or omission which gave rise to such Partner Default, the damages suffered or incurred as a result thereof by the Non-Defaulting Partner are difficult or impossible to ascertain, then the Non-Defaulting Partner shall have, as liquidated damages and not as a penalty, the right and option to purchase all, but not a portion of, the Partnership Interest of the Defaulting Partner at a purchase price equal to seventy five (75%) percent of the then balance in the Defaulting Partner's Capital Account, which shall be payable in ten (10) equal annual installments of principal, together with interest at a variable rate equal to the Short Term Rate, with the first installment due on the first anniversary following the closing hereinafter referred to; provided that notice received by it at least fifteen calendar days where either WAC or CAC is the Defaulting Partner, Sony may only elect to purchase the Partnership Interests of both such Persons. The option to purchase the interest of the Defaulting Partner shall be exercisable on or before the ninetieth (90) day following the expiration of the period of time in which the Defaulting Partner could have cured such default (or if such default is not capable of being cured, on or before the ninetieth (90) day following the giving of the Default Notice) by the giving of written notice to the Defaulting Partner. The closing of any intended public salesuch purchase shall take place on a date and at a place designated by the Non-Defaulting Partner (but the date designated for such closing shall in any event be a date which is not later than (30) days from the exercise of such option). At the closing, the Non-Defaulting Partner shall deliver to the Defaulting Partner the required consideration in exchange for an instrument or instruments (and such other documents as counsel to the time after which any private sale or other disposition Non-Defaulting Partner may reasonably request) validly assigning the interest of Collateral is the Defaulting Partner to be madethe Non-Defaulting Partner free and clear of all liens, claims and , encumbrances. The obligation to pay the purchase price to the Defaulting Partner shall be deemed to be reasonable notice an obligation of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. LenderNon-Defaulting Partner alone and, in dealing with or disposing of the Collateral or any part thereofevent, shall not be an obligation included within the provisions of Section 13.17 hereof. Any Defaulting Partner whose Partnership Interest is purchased under the provisions of this clause (d) shall remain liable for its Percentage Interest of the Partnership's liabilities in existence at the time of closing of such purchase. The Non-Defaulting Partner may, at its sole option, designate any third party of its choosing to exercise the option granted to it in this clause (d). (e) If, in connection with a Division of Responsibility, indemnification of Pace shall be required pursuant to Section 13.9 of the SBPAP Agreement, then at the option of the Non-Defaulting Partner, the Defaulting Partner shall either (i) provide such indemnity to Pace (and indemnify the Non-Defaulting Partner on the same terms as it so indemnifies Pace pursuant to said Section 13.9), in which case the Partnership shall dissolve pursuant to Article X hereof, or (ii) fully cooperate with Pace and the Non-Defaulting Partner in order to restructure the Division of Responsibility so as to achieve as nearly as possible the results contemplated by Section 17.3 of the SBPAP Agreement without causing a termination of SBPAP under Section 708(b) of the Code in which case the Partnership shall not dissolve pursuant to Article X hereof. Each Partner hereby, irrevocably constitutes and appoints the other Partners, and each officer of the other Partners, and their respective successors, acting singly, as its true and lawful attorney-in-fact, with full right of substitution, in its name, place and stead, to take all action, and to make, execute, acknowledge, swear to and file any document, instrument, agreement or amendment, in each case that may be required to give priority or preference effectuate the restructuring referred to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processin the preceding sentence.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon and after the occurrence and continuation of an Event of Default pursuant to Sections 11.7 or 11.8, all Obligations shall be immediately due and payable and this Agreement and all Commitments of Lender shall be deemed terminated. Upon the occurrence of any other Event of Default not specified in the preceding sentence, and at any time thereafter during the continuation of such Event of Default, at Lender’s option, all Obligations shall be immediately due and payable and Lender shall have the right to terminate this Agreement and to terminate the Commitments of Lender to make Advances. Upon and after the occurrence of any Event of Default, and during its continuation, Lender shall have the right to exercise any and all rights, options other rights and remedies provided for in any Loan Documentherein, under the UCC or Uniform Commercial Code and at law or in equityequity generally, including, without limitation, the right to (i) at foreclose the security interests granted under the Credit Parties’ expense, require that Documents and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all or any part of the Collateral be assembled with or without judicial process. Lender may enter the Borrower’s and made any Subsidiary’s premises or other premises without legal process and without incurring liability to the Borrower or such Subsidiary therefor, and Lender may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Lender may deem advisable and Lender may require Borrower and any Subsidiary to make the Collateral available to Lender at any place designated by Lender, (ii) reduce a convenient place. With or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of having the Collateral to at the extent required hereunder; (ii) pay for the performance time or place of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to sale, Lender and shall be secured by may sell the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Lender may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall not be required give Borrower and any Subsidiary reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to give priority Borrower and such Subsidiary at least ten (10) Business Days prior to such sale or preference sales is reasonable notification. At any public sale Lender may bid for and become the purchaser, and Lender, or any other purchaser at any such sale thereafter, shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and such right and equity are hereby expressly waived and released by the Borrower and such Subsidiary. In connection with the exercise of the foregoing remedies, Lender is granted permission to any item use all of Collateral or otherwise to marshal assets or to take possession or sell any Collateral the Borrower’s and each Subsidiary’s trademarks, trade styles, trade names, patents, patent applications, licenses, franchises and other proprietary rights which are used in connection with judicial process(a) Inventory for the purpose of disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation of any Event of Default, the Lenders shall have the right to demand repayment in full of all obligations arising under the Notes. Until all such obligations have been fully satisfied, the Lenders shall retain their Security Interest in all Collateral. The Lenders shall have, in addition to all other rights provided herein, the rights and remedies of a secured party under the UCC and under other applicable law, all other legal and equitable rights to which the Lenders may be entitled, including without limitation, the right to take immediate possession of the Collateral, to require the Company to assemble the Collateral, at the Company's expense, and to make it available to the Lenders at a place designated by the Lenders which is reasonably convenient to both parties and to enter any of the Premises of the Company or wherever the Collateral shall be located, with or without process of law, and to keep and store the same at any such premises until sold (and in the case of Collateral located at any of the Premises or any other property of the Company, the Company agrees not to charge the Lenders for storage thereof), and at any time or times after the occurrence of an Event of Default, to sell and deliver all Collateral held by the Lenders in one or more parcels at public sale for cash, upon credit or otherwise, or otherwise recover upon the Collateral in any commercially reasonable manner. Except as to that part of the Collateral which is perishable or threatens to decline speedily in nature or is of a type customarily sold on a recognized market, the requirement of reasonable notice shall be met if such notice is mailed postage prepaid to the Company at least ten (10) days before the time of the event of which notice is being given. Any Lender may be the purchaser at any sale, if it is public. The proceeds of sale shall be applied first to all costs and expenses of sale, including reasonable and documented attorneys' fees and expenses, and second to the payment of all obligations arising under the Notes. The Lenders will return any excess to the Company and the Company shall remain liable to the Lenders for any deficiency. Until the Lenders are able to effect a sale, lease, or other disposition of Collateral, the Lenders shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC use or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the operate Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, to the extent that they deem appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Lenders. The Lenders shall have no obligation to the Company to maintain or preserve the rights of the Company as against third parties with respect to Collateral while Collateral is in the possession of the Lenders. The Lenders may seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of its remedies with respect to such appointment without prior notice or hearing. In connection with the exercise of the foregoing remedies, the Lenders are granted permission to use: (a) all of the Company's Intellectual Property which are used in connection with Inventory for the purpose of disposing of such Inventory; and (b) any Equipment for the purpose of completing the manufacture of unfinished goods. Acceptance of the Collateral in full or partial satisfaction of the obligations under the Notes shall be governed by the provisions of RCW 62A.9A-620 (or its successor); provided, however, that notwithstanding the provisions of RCW 62A.9A-620 (or its successor) and notwithstanding the foregoing provisions of this Section 5.2, the parties agree that the Lenders shall not be required permitted to give priority retain the Collateral in full or preference to any item partial satisfaction of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processthe obligations arising under the Notes without the affirmative written consent of the Company after an event of default.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all The rights, options remedies, powers, privileges, and remedies provided for in any Loan Document, under discretions of the UCC or at law or in equity, including, without limitationAdministrative Agent hereunder (herein, the right to (i“Administrative Agent’s Rights and Remedies”) at Credit Parties’ expense, require that all or any part of the Collateral shall be assembled cumulative and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision not exclusive of any Loan Document, Lender, rights or remedies which it would otherwise have. No delay or omission by the Administrative Agent in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering exercising or enforcing any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes Agent’s Rights and Remedies shall operate as, or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateralconstitute, a waiver thereof. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured No waiver by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender Administrative Agent of any Event of Default or of any default under any other rights agreement shall operate as a waiver of any other default hereunder or remedies of Lenderunder any other agreement. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement No single or partial exercise of any of Lenderthe Administrative Agent’s rights Rights or Remedies, and remedies hereunderno express or implied agreement or transaction of whatever nature entered into between the Administrative Agent and any Person, includingat any time, without limitation, its right following shall preclude the occurrence of an Event of Default to take immediate possession other or further exercise of the Collateral Administrative Agent’s Rights and Remedies. No waiver by the Administrative Agent of any of the Administrative Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on 1097265.4 any subsequent occasion, nor shall it be deemed a continuing waiver. All of the Administrative Agent’s Rights and Remedies and all of the Administrative Agent’s rights, remedies, powers, privileges, and discretions under any other agreement or transaction are cumulative, and not alternative or exclusive, and may be exercised by the Administrative Agent at such time or times and in such order of preference as the Administrative Agent in its sole discretion may determine. The Administrative Agent’s Rights and Remedies may be exercised without resort or regard to exercise its rights and remedies with respect theretoany other source of satisfaction of the Liabilities. (b) Credit Parties agrees Without limiting the provisions of subsection (a) above, if and only if an Event of Default has occurred and be continuing, then on the Business Day that the Lead Borrower receives notice received from the Administrative Agent demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in a cash collateral account, under the sole dominion and control of the Administrative Agent, an amount in cash equal to 103% of the stated amount of the outstanding L/Cs as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Liabilities of the Borrowers. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such cash collateral account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent at the request of the Lead Borrower and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such cash collateral account shall be applied by the Administrative Agent to reimburse the Administrative Agent for payments on account of drawings under L/Cs for which it at least fifteen calendar days before has not been reimbursed and, to the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be madeextent not so applied, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to held first for the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing satisfaction of the Collateral or any part thereof, shall not reimbursement obligations of the Borrowers for the outstanding L/Cs at such time and thereafter be required applied to give priority or preference to any item satisfy other Liabilities of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processthe Borrowers under this Agreement.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of any Borrower received or held by Lender to reduce the Obligations in such manner as Lender may deem advisable, (ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as the Borrower might exercise, (v) collect and send notices regarding the Collateral with or without judicial process, (vi) at Credit Parties’ Borrower’s expense, require that all or any part of the Collateral be assembled and made available to Lender at any reasonable place designated by Lender, (iivii) reduce or otherwise change the Facility CapRevolving Loan Commitment Amount, (viii) engage, on behalf of Borrower, a third party to service and collect Borrower’s receivables, including billing and rebilling third party payors to the extent of their obligations thereunder, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretionPermitted Discretion, shall have the right, at any time that Credit Parties fail Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens liens on any of the Collateral that are in violation of any Loan document Document unless Credit Parties are Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations and increase the principal amount outstanding hereunder, until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties Borrower agrees that notice received by it at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit PartiesBorrower. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Parties covenant Borrower covenants and agree agrees not to, and not to permit or cause any of their its Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of any Borrower held by Lender to reduce the Obligations, (ii) foreclose the Liens created under the Security Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged (other than Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law) with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Borrower, as applicable, might exercise (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), (v) collect and send notices regarding the Collateral (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at Credit Parties’ which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums, and no Borrower shall resist or interfere with such action, (vii) at Borrower's expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (iiviii) reduce or otherwise change the Facility Cap, the Overadvance Limit the Maximum Term Loan Amount, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties Borrower agrees that notice received by it at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit PartiesBorrower. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Parties covenant Borrower covenants and agree agrees not to, and not to permit or cause any of their its Subsidiaries to, interfere with or impose any obstacle to Lender’s 's exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence of (i) an Event of Default pursuant to Section 10.7 all Obligations shall be immediately due and continuation payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated; and, (ii) any of the other Events of Default and at any time thereafter (such default not having previously been cured), at the option of Required Lenders all Obligations shall be immediately due and payable and Lenders shall have the right to terminate this Agreement and to terminate the obligation of Lenders to make Advances and (iii) a filing of a petition against Borrower in any involuntary case under any state or federal bankruptcy laws, the obligation of Lenders to make Advances hereunder shall be terminated other than as may be required by an appropriate order of the bankruptcy court having jurisdiction over Borrower. Upon the occurrence of any Event of Default, Lender shall have the right to exercise any and all rights, options other rights and remedies provided for in any Loan Documentherein, under the UCC or Uniform Commercial Code and at law or in equityequity generally, including, without limitation, the right to (i) at Credit Parties’ expense, require that foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all or any part of the Collateral be assembled with or without judicial process. Lender may enter any of Borrower's premises or other premises without legal process and made without incurring liability to Borrower therefor, and Lender may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Lender may deem advisable and Lender may require Borrower to make the Collateral available to Lender at any place designated by Lender, (ii) reduce a convenient place. With or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of having the Collateral to at the extent required hereunder; (ii) pay for the performance time or place of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to sale, Lender and shall be secured by may sell the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Lender may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall not be required give Borrower reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to give priority Borrower at least five (5) days prior to such sale or preference sales is reasonable notification. At any public sale Lender may bid for and become the purchaser, and Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and such right and equity are hereby expressly waived and released by Borrower. In connection with the exercise of the foregoing remedies, Lender is granted permission to any item use all of Collateral or otherwise to marshal assets or to take possession or sell Borrower's trademarks, trade styles, trade names, patents, patent applications, licenses, franchises and other proprietary rights which are used in connection with (a) Inventory for the purpose of disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods. The proceeds realized from the sale of any Collateral with judicial processshall be applied as follows: first, to the reasonable costs, expenses and attorneys' fees and expenses incurred by Lender for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Collateral; second, to interest due upon any of the Obligations and any fees payable under this Agreement; and, third, to the principal of the Obligations. If any deficiency shall arise, Borrower shall remain liable to Lender therefor.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence of (i) an Event of Default pursuant to Section 10.7 all Obligations shall be immediately due and continuation payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated; and, (ii) any of the other Events of Default and at any time thereafter (such default not having previously been cured), at the option of Required Lenders all Obligations shall be immediately due and payable and Lenders shall have the right to terminate this Agreement and to terminate the obligation of Lenders to make Advances and (iii) a filing of a petition against Borrower in any involuntary case under any state or federal bankruptcy laws, which remains undismissed for a period of sixty (60) days all Obligations shall be immediately due and payable and the obligation of Lenders to make Advances hereunder shall be terminated other than as may be required by an appropriate order of the bankruptcy court having jurisdiction over Borrower. Upon the occurrence of any Event of Default, Lender Agent shall have the right to exercise any and all rights, options rights and remedies provided for in any Loan Documentherein, under the UCC or Other Documents, under the Uniform Commercial Code and at law or in equityequity generally, including, without limitation, including the right to (i) foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process. Agent may enter any of Borrower’s premises or other premises without legal process and without incurring liability to Borrower therefor, and Agent may thereupon, or at Credit Parties’ expenseany time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require that all Borrower to make the Collateral available to Agent at a convenient place. With or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the Collateral be assembled which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrower reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrower at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agent or any Lender may bid for and made available to become the purchaser, and Agent, any Lender or any other purchaser at any place designated such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by LenderBorrower. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of Borrower’s (iia) reduce trademarks, trade styles, trade names, patents, patent applications, copyrights, service marks, licenses, franchises and other proprietary rights which are used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise change disposing of such Inventory and (b) Equipment for the Facility Cap, and/or (iii) relinquish or abandon purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added applied to the Obligations until reimbursed in the order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to Lender the Obligations as they are converted into cash. If any deficiency shall arise, Borrower shall remain liable to Agent and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoLenders therefor. (b) Credit Parties To the extent that Applicable Law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, Borrower acknowledges and agrees that notice received it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by it at least fifteen calendar days before the time of any intended public saleAgent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the time after which any private sale collection or other disposition of Collateral is to be madecollected or disposed of, shall be deemed (iii) to be reasonable notice fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Borrower, for expressions of interest in acquiring all or any portion of such sale Collateral, (vii) to hire one or other disposition. If permitted more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by applicable lawutilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, any perishable or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral which threatens or to speedily decline in value or which is sold on provide to the Agent a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale guaranteed return from the collection or disposition of Collateral, Lender may or (xii) to the extent permitted deemed appropriate by applicable law) purchase all the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or any part thereof free from any right disposition of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with the Collateral. Borrower acknowledges that the purpose of this Section 11.1(b) is to provide non-exhaustive indications of what actions or impose any obstacle to Lenderomissions by the Agent would not be commercially unreasonable in the Agent’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of against the Collateral and that other actions or any part thereof, omissions by the Agent shall not be required deemed commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the foregoing, nothing contained in this Section 11.1(b) shall be construed to give priority or preference grant any rights to any item of Collateral or otherwise to marshal assets Borrower or to take possession impose any duties on Agent that would not have been granted or sell any Collateral with judicial processimposed by this Agreement or by Applicable Law in the absence of this Section 11.1(b).

Rights and Remedies. Upon or at any time or times after the occurrence of any Event of Default and acceleration of the Obligations pursuant to Section 11.2 hereof, Lender shall have, in addition to all other rights and remedies which Lender may have under this Agreement, the other Loan Documents, and applicable law, the following rights and remedies, all of which may be exercised with or without further notice to either Borrower: (a) In addition all of the rights and remedies of a secured party under the Uniform Commercial Code of the State of North Carolina, or any other state where such rights and remedies are asserted; (b) to foreclose the liens and security interests created under this Agreement and the other Loan Documents or under any other agreement relating to the acceleration provisions set forth in Article X aboveCollateral, upon by any available judicial procedure or without judicial process; (c) to enter any premises where the occurrence Collateral may be located, through self-help and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, includingwithout judicial process, without limitationfirst obtaining a final judgment or giving either Borrower notice and opportunity for a hearing on the validity of Lender’s claim, for the right purpose of taking possession or removing the same, or require each Borrower to (i) at Credit Parties’ expense, require that all or any part of assemble the Collateral be assembled and made make it available to Lender at any a place to be designated by Lender; and (d) to sell, (ii) reduce assign, lease, or otherwise change dispose of the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Documentpart thereof, either at public or private sale, in lots or in bulk, for cash, on credit or otherwise, with or without representation or warranties, and upon such terms as shall be acceptable to Lender, in its sole discretion, and Lender may bid or become the purchaser at any public sale, free from any right of redemption which is hereby expressly waived by each Borrower, and Lender shall have the right, option to apply or be credited with the amount of all or any part of the Obligations owing to Lender against the purchase price bid by Lender at any time that Credit Parties fail to do sosuch sale. Lender may, and if it deems it reasonable, postpone or adjourn any sale of the Collateral from time to timetime by an announcement at the time and place of such postponed or adjourned sale, without prior notice, to: (i) obtain insurance covering any being required to give a new notice of sale. Each Borrower agrees that Lender has no obligation to preserve rights to the Collateral against prior parties or to the extent required hereunder; (ii) pay m▇▇▇▇▇▇▇ any Collateral for the performance benefit of any of Obligations; (iii) discharge taxes Person. Lender is hereby granted a license or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added other right to the Obligations until reimbursed to Lender and shall be secured by the Collateraluse, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lenderwithout charge, each Borrower’s rights and remedies hereunderIntellectual Property, including, without limitation, its right following all labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, and advertising matter, or any property of a similar nature, as it pertains to the occurrence Collateral, in completing production of, advertising for sale, and selling any Collateral and each Borrower’s rights under all licenses and franchise agreements shall inure to Lender’s benefit. In addition, each Borrower agrees that in the event notice is necessary under applicable law, written notice mailed to either Borrower in the manner specified in the Section 14.3 hereof five (5) days prior to the date of an Event public sale of Default to take immediate possession any of the Collateral and or prior to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time date after which any private sale or other disposition of the Collateral is to will be made, made shall be deemed to be constitute commercially reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processeach Borrower.

Rights and Remedies. 23.3.1 If at any time an Event of Default has occurred and is continuing, Lessor may at its option (and without prejudice to any of its other rights or remedies under this Agreement or the other Transaction Documents or applicable Law): (a) In addition accept such repudiation and by notice to Lessee and with immediate effect terminate this Agreement and/or the leasing of the Aircraft (but without prejudice to the acceleration provisions set forth continuing obligations of Lessee under this Agreement, the other Transaction Documents and the other documents to which it is a party and those obligations under this Agreement which survive the termination or earlier cancellation of this Agreement), whereupon all rights of Lessee in Article X aboveand to the Aircraft and/or under this Agreement, as the case may be, shall cease provided that, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any specified in clauses 23.1 (k) to (o), this Agreement shall automatically be deemed to have been repudiated by Lessee and all rights that they may have to a judicial hearing declared in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.default; (b) Credit Parties agrees proceed by appropriate court action or actions to enforce performance of this Agreement or to recover damages for the breach of this Agreement; (c) by written notice to Lessee, require that notice received by L▇▇▇▇▇ immediately cease flying the Aircraft and leave it at least fifteen calendar days before parked in its then current location in which case Lessee’s obligations under this Agreement and the time other Transaction Documents shall continue and remain in full force and effect; (d) for L▇▇▇▇▇’s account, do anything that may reasonably be required to cure any Event of Default and recover from Lessee all reasonable costs, including legal fees and expenses incurred in doing so; (e) either: (i) take possession of the Aircraft, for which purpose Lessor may enter any intended public salepremises belonging to or in the occupation of or under the control of Lessee where the Aircraft may be located, or (ii) cause the time after which any private sale Aircraft to be redelivered to Lessor at the Redelivery Location (or such other location as Lessor may require). L▇▇▇▇▇ is hereby irrevocably by way of security for L▇▇▇▇▇'s obligations under this Agreement appointed attorney (with full powers of delegation and substitution) for Lessee in causing the redelivery or in directing the pilots of Lessee or other disposition of Collateral is pilots to be made, shall be deemed fly the Aircraft to be reasonable that location and will have all the powers and authorizations necessary for taking that action; (f) by serving notice of require Lessee to redeliver the Aircraft to Lessor at the Redelivery Location in the U.S. (or such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market location as Lessor may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may require); and/or, (to the extent permitted by applicable lawg) purchase apply all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing portion of the Collateral or any part thereofSecurity Deposit, shall not be required to give priority or preference undisbursed Maintenance Reserves and prepaid Rent held by Lessor under this Agreement to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processamounts due and payable by Lessee which are unpaid hereunder.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following 23.1 Upon the occurrence of an Event of Default the Landlord shall have all the following rights and remedies: 23.1.1 to elect to terminate the Term by giving notice of such election, and the effective date thereof, to the Tenant and to receive Termination Damages; 23.1.2 to elect to re-enter and re-take immediate possession of the Collateral Leased Premises, without thereby terminating the Term, by giving notice of such election, and the effective date thereof, to the Tenant and to exercise its receive Re-Leasing Damages; 23.1.3 if the Tenant remains in possession of the Leased Premises after the Tenant's obligation to surrender the Leased Premises shall have arisen, to remove the Tenant and the Tenant's and any others' possessions from the Leased Premises by any of the following means without any liability to the Tenant therefor, any such liability to the Tenant therefor which might otherwise arise being hereby waived by the Tenant: legal proceedings (summary or otherwise), writ of dispossession and any other means and to receive Holdover Damages and, except in the circumstances contemplated by section 20 of this Agreement, to receive all expenses incurred in removing the Tenant and the Tenant's and any others' possessions from the Leased Premises, and of storing such possessions if the Landlord so elects; 23.1.4 to be awarded specific performance, temporary restraints and preliminary and permanent injunctive relief regarding Events of Default where the Landlord's rights and remedies at law may be inadequate and, in connection with respect theretoany Event of Default involving the Tenant's failure to perform its obligations under sections or subsections 7.2, 12, 13, 17.1, 17.2, 18, 20, 21, 26.3, 26.4 and 32, without the necessity of proving actual damages or the inadequacy of the rights and remedies at law; 23.1.5 to receive all expenses incurred in securing, preserving, maintaining and operating the Leased Premises during any period of vacancy, in making repairs to the Leased Premises,, in preparing the Leased Premises for re-leasing and in re-leasing the Leased Premises including, without limiting the generality of the foregoing, any brokerage commissions; 23.1.6 to receive all legal expenses, including without limiting the generality of the foregoing, attorneys' fees incurred in connection with pursuing any of the Landlord's rights and remedies, including indemnification rights and remedies; 23.1.7 if the Landlord, in its sole discretion, elects to perform any obligation of the Tenant under this Agreement (other than the obligation to pay Rent) which the Tenant has not timely performed, to receive all expenses incurred in so doing; 23.1.8 to elect to pursue any legal or equitable right and remedy available to the Landlord under this Agreement or otherwise; and 23.1.9 to elect any combination, or any sequential combination of any of the rights and remedies set forth in subsection 23.1 of this Agreement. 23.2 In the event the Landlord elects the right and remedy set forth in subsection 23.1.1 of this Agreement, Termination Damages shall be equal to the amount which, at the time of actual payment thereof to the Landlord, is the sum of: 23.2.1 all accrued but unpaid Rent; 23.2.2 the present value (calculated using the most recently available (at the time of calculation) published weekly average yield on United States Treasury securities having maturities comparable to the balance of the then remaining Term) of the sum of all payments of Rent remaining due (at the time of calculation) until the date the Term would have expired (had there been no election to terminate it earlier) less the present value (similarly calculated) of all payments of rent to be received through the end of the Term (had there been no election to terminate it earlier) from a lessee, if any, of the Leased Premises at the time of calculation; and 23.2.3 the Landlord's reasonably estimated cost of demolishing any leasehold improvements to the Leased Premises. 23.3 In the event the Landlord elects the right and remedy set forth in subsection 23.1.2 of this Agreement, Re-Leasing Damages shall be equal to the Rent less any rent actually and timely received by the Landlord from any lessee of the Leased Premises or any portion thereof, payable at the respective times that Rent is payable under the Agreement. 23.4 In the event the Landlord elects the right and remedy set forth in subsection 23.1.3 of this Agreement, Holdover Damages shall mean damages at the rate per month or part thereof equal to the greater of: (a) one and one-half times one-twelfth of the then Market Rental Rate plus all Additional Rent as set forth in this Agreement or (b) Credit Parties agrees double the average amount of all payments of Rent due under this Agreement during each of the last 12 full calendar months prior to the Landlord's so electing or, in the event the Term shall have terminated by expiration under subsection 24.1.1 of this Agreement, the last full 12 calendar months of the Term, in either case payable in full on the first day of each holdover month or part thereof. 23.5 In connection with any summary proceeding to dispossess and remove the Tenant from the Leased Premises under subsection 23.1.3 of this Agreement, the Tenant hereby waives: 23.5.1 any notices for delivery of possession thereof, of termination, of demand for removal therefrom, of the cause therefor, to cease, to quit and all other notices that notice received might otherwise be required pursuant to 2 A N.J.S.A. 18-53 ET SEQ.; 23.5.2 any right the Tenant might otherwise have to transfer or remove such proceeding from the court (or the particular division or part of the court) or other forum in which it shall have been instituted by it at least fifteen calendar days before the time Landlord to another court, division or part; and 23.5.3 any right the Tenant might otherwise have to appeal any judgment awarding possession of the Leased Premises to the Landlord (but this subsection shall not be deemed a waiver of any right the Tenant might otherwise have to appeal any judgment other than a judgment awarding possession of the Leased Premises to the Landlord). 23.6 The enumeration of rights and remedies in this section 23 of the Agreement is not intended public saleto be exhaustive or exclusive of any rights and remedies which might otherwise be available to the Landlord, or to force an election of one or more rights and remedies to the time after which any private sale exclusion of others, concurrently, consecutively or other disposition sequentially. On the contrary, each right and remedy enumerated in this section 23 of Collateral the Agreement is intended to be madecumulative with each other right and remedy enumerated in this section 23 of the Agreement and with each other right and remedy that might otherwise be available to the Landlord; and the selection of one or more of such rights and remedies at any time shall not be deemed to prevent resort to one or more others of such rights and remedies at the same time or a subsequent time, even with regard to the same occurrence sought to be remedied. Nothing in this section 23 of the Agreement shall be deemed to be reasonable notice sanction recovery by the Landlord of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline damages for unpaid Rent in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies arrears with respect to the Collateral. Lender, in dealing with or disposing any given period under more than one of the Collateral or any part thereoffollowing subsections: 23.2, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process23.3 and 23.4.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation of an any Event of Default, Lender which Event of Default has not been cured within any applicable grace or cure period, Secured Parties may, without further notice or demand, including, without limitation, notice of intent to accelerate and notice of acceleration, declare any of the Obligations immediately due and payable and this Security Agreement in default, and thereafter, Secured Parties shall have the right to exercise any remedies of a secured party under the Uniform Commercial Code as then in effect in the State of Colorado and all rights, options other rights and remedies provided for in any Loan Document, under the UCC or at law or in equityequity available to secured creditors in the State of Colorado, including, without limitation, the right to take possession of the Collateral and any proceeds thereof. To take possession, Secured Parties may enter upon any premises where the Collateral is kept and remove the Collateral or any proceeds therefrom. If notice is required by law, 10 days' prior written notice of the time and place of any public sale of the Collateral or of the time of or after which any private sale or any other intended disposition of the Collateral is to be made given to Debtor pursuant to the provisions of Section 12(f) hereof shall be reasonable notice to Debtor. No such notice is necessary if the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market. (ib) at Credit Parties’ expenseDuring the time that Secured Parties are in possession of the Collateral, require that and to the extent permitted by law, Secured Parties shall have the right to hold, use, operate, manage and control all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following Upon the occurrence of an Event of Default Default, Secured Parties may notify account debtors to take immediate possession of the Collateral make payment directly to Secured Parties and collect and retain all proceeds and other sums due or to exercise its rights and remedies become due with respect thereto. (b) Credit Parties agrees that notice received to the Collateral, accounting only for the net proceeds arising from such use and charging against receipts from such use all costs, expenses, charges, damage or loss by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice reason of such sale use. Notwithstanding the foregoing, Secured Parties shall also be entitled, without further notice or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (demand and to the extent permitted by applicable law) purchase , to have a receiver appointed to take charge of all or any part thereof free from of the Collateral, exercising all of the rights specified in the immediately preceding sentence. (c) Debtor shall pay to Secured Parties on demand all expenses (including, without limitation, attorneys' fees) incurred by Secured Parties incidental to taking, holding, preparing for sale, selling and the like or otherwise dealing with the Collateral, or incurred by Secured Parties in otherwise enforcing any right term or condition of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not tothis Security Agreement, together with interest thereon at the interest rate specified in the Notes, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights all such expenses and remedies with respect to interest shall be secured by the Collateral. Lender, in dealing with or disposing Collateral as provided herein and by all of the Collateral other Loan Documents securing all or any part thereof, shall not be required of the indebtedness evidenced by the Notes. (d) Secured Parties may require Debtor to give priority or preference assemble the Collateral and make it available at a place Secured Parties designate which is mutually convenient to any item of Collateral or otherwise to marshal assets or allow Secured Parties to take possession or sell dispose of the Collateral. (e) Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclo▇▇▇▇ sale hereunder as to nonpayment of indebtedness or as to the occurrence of any default, or as to Secured Parties having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given by Secured Parties, shall be taken as prima facie evidence of the truth of the facts so stated and recited. (f) Secured Parties may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale of the Collateral with judicial processheld by Secured Parties, including the sending of notices and the conduct of the sale, in the name and on behalf of Secured Parties. (g) Nothing herein contained is intended, nor shall be construed, to preclude Secured Parties from pursuing any other remedy provided by law for the collection or enforcement of any of the Obligations. Any and all rights and remedies herein expressly conferred upon Secured Parties shall be deemed cumulative with, and not exclusive of, any other remedy conferred hereby, by the other Loan Documents or by law or equity on Secured Parties, and the exercise of any one remedy shall not preclude the exercise of any other.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon Upon the occurrence and continuation of an Event of Default, Lender shall have the right Purchaser (i) may by notice to exercise any the Issuer and all rightsthe Borrower, options and remedies provided for in any Loan Documentdeclare the obligations of the Borrower hereunder, under the UCC or at law or in equityLoan and under the Continuing Covenant Agreement to be immediately due and payable, including, without limitationand the same shall thereupon become immediately due and payable (provided that, the right to (i) at Credit Parties’ expense, require that all or any part obligations of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances Borrower shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, become automatically and immediately due and payable without such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following notice upon the occurrence of an Event of Default to take immediate possession described in Section 12.01(f) or (g)), without demand, presentment, protest or further notice of any kind, all of which are expressly waived by the Borrower; (ii) may cure any default, event of default or event of nonperformance under this Agreement or any of the Collateral and other Bond Documents (in which event the Borrower shall reimburse the Purchaser therefor pursuant to the Continuing Covenant Agreement); (iii) may exercise its banker’s lien or right of set-off, (iv) may proceed to protect its rights by suit in equity, action at law or other appropriate proceedings, whether for specific performance of any covenant or agreement of the Issuer or the Borrower herein contained or in and of the exercise of any power or remedy granted to the Purchaser hereunder or under any of the Bond Documents and/or (v) may exercise any other rights or remedies available under any Bond Document, any other agreement or at law or in equity. The rights and remedies with respect theretoof the Purchaser specified herein are for the sole and exclusive benefit, use and protection of the Purchaser, and the Purchaser is entitled, but has no duty or obligation to the Issuer, the Borrower or otherwise, (A) to exercise or to refrain from exercising any right or remedy reserved to the Purchaser, or (B) to cause any other party to exercise or to refrain from exercising any right or remedy available to it under any of the Bond Documents. (b) Credit Parties agrees that notice received by it From and after the occurrence of an Event of Default, all amounts owing to the Purchaser hereunder, under the Bonds or under the other Bond Documents shall accrue interest daily at least fifteen calendar days before the time of any intended public sale, or Default Rate. Interest accruing at the time after which any private sale or other disposition of Collateral is to be made, Default Rate shall be deemed to be reasonable notice of such sale or due and payable on demand. (c) If the Purchaser has elected in its sole discretion the remedy set forth in Section 12.02(a)(i), the Borrower shall immediately pay all amounts outstanding hereunder, under the Bonds and under the other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processBond Documents.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to take immediate possession the satisfaction of the Collateral Lender, the Lender may, at its option, exercise any and all of the following rights and remedies (as well as any other rights and remedies available to exercise it): (a) The Lender may, by notice in writing to the Borrower, refrain from disbursing any of the Loan Proceeds; provided, however, the Lender may make such disbursements after the occurrence of an Event of Default without thereby waiving its rights and remedies with respect theretohereunder, or waiving its right to make any additional disbursements. (b) Credit Parties agrees that The Lender may, by written notice received by it at least fifteen calendar days before to the time Borrower, declare immediately due and payable all principal and interest due under the Promissory Note, together with all other sums payable under the Loan Documents and the same shall thereupon be immediately due and payable without presentment or other demand, protest, notice of dishonor or any other notice of any intended public salekind, all of which are hereby expressly waived. (c) The Lender shall have the right, in addition to any other rights provided by law or the time after which any private sale or other disposition of Collateral is equity, to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of enforce its rights and remedies with respect under the Loan Documents. (d) The Lender shall have the right, in addition to any other rights provided by law or equity, to initiate litigation for the breach of any term, condition, covenant, requirement or provision contained in the Loan Documents, and to recover damages for such breach. (e) The Lender shall have the right, in addition to any other rights provided by law or equity, to apply to any court, state or federal, for specific performance of any term, condition, covenant, requirement or provision contained in the Loan Documents; for an injunction against any violation of any such term, condition, covenant, requirement and/or provision; or for such other relief as may be appropriate, since the injury to the Collateral. Lender, in dealing with or disposing Lender arising from a default under any of the Collateral or any part thereofterms, shall not conditions, covenants requirements and/or provisions of the Loan Documents, would be required irreparable and the amount of damage would be difficult to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processascertain.

Rights and Remedies. On and after the date which is 90 days after demand for payment under the Westar Guaranty is made by the Administrative Lender (the "Collateral Realization Date"), in addition to any and all other rights and remedies which the Administrative Lender or any Secured Party may then have hereunder, under any other Loan Documents, under Applicable Law or otherwise, the Administrative Lender at its option may, subject to any limitation or restriction imposed by any applicable bankruptcy, insolvency or other law, including any law relating to the relief of debtors, (a) In addition take control of funds generated by the Collateral and any other proceeds and exercise all other rights which an owner of such Collateral may exercise; (b) reduce its claim to the acceleration provisions set forth judgment, foreclose or otherwise enforce its security interest in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made by any available to Lender judicial procedure; (c) after notification, if any, provided for in this agreement or any other Loan Documents, sell or otherwise dispose of, at any place designated by the office of the Administrative Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral all or any Lien thereon. Notwithstanding any provision part of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and any such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed in accordance with Applicable Law, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust the Administrative Lender's power of sale, but sales may be made from time to be reasonable notice time until all of the Collateral has been sold or until the Guaranty Obligation has been paid in full), and at any such sale or other disposition. If permitted it shall not be necessary to exhibit the Collateral; (d) at its discretion, retain the Collateral in satisfaction of the Guaranty Obligation whenever the circumstances are such that the Administrative Lender is entitled to do so under Applicable Law; (e) apply by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on appropriate judicial proceedings for appointment of a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of receiver for the Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not tohereof, and not the Pledgor hereby consents to permit any appointment; (f) buy the Collateral at any public sale; and (g) buy the Collateral at any private sale, subject to any restrictions imposed by Applicable Law. Any Secured Party may buy the Collateral at any public sale and buy the Collateral at any private sale, subject to the restrictions imposed by Applicable Law. Pledgor agrees that, if notice is required to be given by Applicable Law, (a) 10 days' advance written notice shall constitute reasonable notice and (b) such notice may be given prior to the Collateral Realization Date. The Administrative Lender shall apply the proceeds of any collection, sale, disposition or cause other realization upon any Collateral as follows: First, to the payment of their Subsidiaries tothe reasonable costs and expenses of such collection, interfere with sale, disposition, or impose any obstacle to Lender’s exercise other realization, including reasonable out-of-pocket costs and expenses of the Administrative Lender and the reasonable fees and expenses of its rights agents and remedies with respect counsel; Next, to the Collateral. Lender, in dealing with or disposing payment of the Collateral Guaranty Obligation, equally and ratably to each Secured Party in accordance with the respective amounts thereof due and owing to each Secured Party; and Finally, to the payment to the Pledgor, or its successors or assigns, or as a court of competent jurisdiction may direct, of any part thereofsurplus then remaining. If the proceeds of collection, sale, disposition, or other realization are insufficient to cover the costs and expenses of such realization and the payment in full of the Guaranty Obligation, the Pledgor shall not be required to give priority or preference to remain liable for any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processdeficiency.

Rights and Remedies. In addition to any rights and remedies HCM or HCI is entitled to, whether in law or equity, HCM and HCI shall also have the rights and remedies set forth below. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of At any time an Event of DefaultDefault exists or has occurred and is continuing, Lender HCM and HCI shall have the right to exercise any and all rights, options rights and remedies provided in this Agreement and other applicable law, all of which rights and remedies may be exercised without notice to or consent by PFO, except as such notice or consent is expressly provided for hereunder or required by applicable law. All rights, remedies and powers granted to HCM or HCI hereunder, or other applicable law, are cumulative, not exclusive and enforceable, in HCM’s discretion, alternatively, successively, or concurrently on any Loan Documentone or more occasions, under the UCC or at law or in equity, includingand shall include, without limitation, the right to apply to a court of equity for an injunction to restrain a breach or threatened breach by PFO of this Agreement or any of the other agreements between the Parties. HCI may, at any time or times, proceed directly against PFO to collect HCI Return without prior recourse to the Claim(s). (b) The non-recourse limitation of Section 4 shall not apply and PFO shall become liable to HCI for any and all obligations contained in this Agreement at any time an Event of Default exists or has occurred and is continuing. (c) Without limiting the foregoing, at any time an Event of Default exists or has occurred and is continuing, HCM may, in its discretion and without limitation, (i) at Credit Parties’ expenseaccelerate the payment of all obligation and demand immediate payment thereof to HCI provided, require that that, upon the occurrence of any Event of Default described in Section 39 above, all or any part of the Collateral be assembled obligations, including HCI Return, shall automatically become immediately due and made available to Lender at any place designated by Lenderpayable from PFO), (ii) reduce or otherwise change the Facility Capcease and revoke its Capital Commitment and funding obligations pursuant to Section 1 of this Agreement, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision terminate this Agreement, provided that all of any Loan Document, Lender, HCM’s and HCI’s rights and remedies in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender respect of any Event of Default shall survive any such termination. (d) HCM, in its sole and absolute discretion, reserves the right to cease and revoke the funding obligations pursuant to Section 1 of this Agreement in the event of any unfavorable procedural or substantive outcome occurred in furtherance of the Claim(s). This includes but is not limited to any motions, petitions, verdicts, judgments, orders or appeals granted or entered in favor of the Defendants, whether fully or partly, or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have events unfavorable to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretoPFO. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of If a Default shall continue past any applicable cure period or an Event of DefaultDefault shall exist, Lender shall have the right be entitled to exercise any and in a commercially reasonable manner in respect of the Collateral all of its rights, options powers and remedies provided for in herein or otherwise available to it under any Loan other Credit Document, by law, in equity or otherwise, including all rights and remedies of a secured party under the UCC UCC, and shall be entitled in particular, but without limitation of the foregoing, to exercise the following rights, which Borrowers agree to be commercially reasonable: (a) To notify any or at law all obligors as to any Collateral of the Lien and security interest in favor of Lender created hereby and to direct all such Persons to make payments of all amounts due thereon or thereunder directly to Lender or to an account designated by Lender; and in such instance and from and after such notice, all amounts and proceeds received by any Borrower in respect of any Collateral shall be received in trust for the benefit of Lender hereunder, shall be segregated from the other funds of Borrowers and shall be forthwith deposited into such account or paid over or delivered to Lender in the same form as so received (with any necessary endorsements or assignments), to be held as Collateral and applied to the Secured Obligations as provided herein; (b) To take possession of, receive, endorse, assign and deliver, in its own name or in equitythe name of Borrowers, includingall checks, notes, drafts and other instruments relating to any Collateral, including receiving, opening and properly disposing of all mail addressed to any Borrower concerning Collateral; to verify with contract parties the validity, amount or any other matter relating to any Collateral, in its own name or in the name of any Borrower; to accelerate any indebtedness or other obligation constituting Collateral that may be accelerated in accordance with its terms; to take or bring all actions and suits deemed necessary or appropriate to effect collections and to enforce payment of any Collateral; to settle, compromise or release in whole or in part any amounts owing on Collateral; and to extend the time of payment of any and all amounts owing under any Collateral and to make allowances and adjustments with respect thereto, all in the same manner and to the same extent as Borrowers might have done; (c) To transfer to or register in its name or the name of any of its agents or nominees all or any part of the Collateral, without limitationnotice to Borrowers and with or without disclosing that such Collateral is subject to the Lien and security interest created hereunder; (d) To require Borrowers to, the right to (i) and Borrowers hereby agree that they will at Credit Parties’ expensetheir expense and upon request of Lender forthwith, require that assemble all or any part of the Collateral be assembled as directed by Lender and made make it available to Lender at any a place designated by Lender, ; (iie) reduce or otherwise change To enter and remain upon the Facility Cap, and/or (iii) relinquish or abandon any Collateral premises of Borrowers and take possession of all or any Lien thereon. Notwithstanding part of the Collateral, with or without prior notice or judicial process; to use the materials, services, books and records of Borrowers for the purpose of liquidating or collecting the Collateral, whether by foreclosure, auction or otherwise; and to remove the same to the premises of Lender or any provision of any Loan Documentdesignated agent for such time as Lender may desire, Lenderin order to effectively collect or liquidate the Collateral; and (f) To sell, resell, assign and deliver, in its sole discretion, shall have in accordance with the rightUCC or other applicable law, all or any of the Collateral, in one or more parcels, at public or private sale, at any of Lender’s offices or elsewhere, for cash, upon credit or for future delivery, at such time that Credit Parties fail to do so, or times and from time to time, without prior notice, to: (i) obtain insurance covering at such price or prices and upon such other terms as Lender may deem satisfactory. If any of the Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, Lender may resell such Collateral. In no event shall Borrowers be credited with any part of the proceeds of sale of any Collateral until and to the extent required hereunder; (ii) pay for cash payment in respect thereof has actually been received by Lender. Each purchaser at any such sale shall hold the performance property sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Borrowers, and each Borrower hereby expressly waives all rights of redemption, stay or appraisal, and all rights to require Lender to marshal any assets in favor of Borrowers or any other party or against or in payment of any of Obligations; (iii) discharge taxes or Liens on any all of the Collateral Secured Obligations, that are in violation it has or may have under any rule of law or statute now existing or hereafter adopted. No demand, presentment, protest, advertisement or notice of any Loan document unless Credit Parties kind (except any notice required by law, as referred to below), all of which are hereby expressly waived by each Borrower, shall be required in good faith connection with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation any sale or other disposition of any part of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as If any notice of a waiver by Lender proposed sale or other disposition of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession part of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it shall be required under applicable law, Lender shall give the applicable Borrower at least fifteen calendar days before ten (10) days’ prior notice of the time and place of any intended public sale, or sale and of the time after which any private sale or other disposition of Collateral is to be made, which notice each Borrower agrees is commercially reasonable. Lender shall not be deemed obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. Lender may, without notice or publication, adjourn any public or private sale or cause the same to be reasonable notice of adjourned from time to time by announcement at the time and place fixed for sale, and such sale or other dispositionmay, without further notice, be made at the time and place to which the same was so adjourned. If permitted by applicable lawUpon each public sale and, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) , upon each private sale, Lender may purchase all or any part thereof of the Collateral being sold, free from any equity, right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not toor other claim or demand, and not may make payment therefor by endorsement and application (without recourse) of the Secured Obligations in lieu of cash as a credit on account of the purchase price for such Collateral. (g) For the avoidance of doubt, Lender shall have no obligation to permit seek to realize on all or cause any part of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. LenderIf a Default shall continue past any applicable cure period or an Event of Default shall exist, in dealing with or disposing of the Collateral or any part thereof, Lender shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or entitled to take possession of any or sell all Documents of Title for any one or more items of Inventory without taking possession of or seeking to realize upon such items of Inventory to which such Documents of Title pertain. If Lender shall seek to realize on the Collateral with judicial processand the proceeds realized from disposition thereof shall fail to satisfy all of the Obligations to Lender, Borrowers shall forthwith pay any deficiency balance to Lender, which amount shall bear interest from the date when due until paid in full at the Default Rate. (h) No failure on the part of Lender to enforce any of the rights hereunder shall be deemed a waiver of such rights or of any Default or Event of Default and no waiver of any Default or Event of Default hereunder will be deemed to be a waiver of any subsequent Default or Event of Default.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of At any time an Event of DefaultDefault exists or has occurred and is continuing, Lender Assignee shall have all rights and remedies under this Assignment, the Uniform Commercial Code and other applicable law, and shall have the right absolute right, but not the obligation, to exercise enforce, in its name, any and all rightsrights to indemnification or claim for damages or other relief or remedies, options and remedies provided for in any Loan Document, under the UCC or whether at law or in equity, includingarising under or in connection with the Acquisition Agreements, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change and apply the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added proceeds thereof to the Obligations until reimbursed to Lender and in such order or manner as Assignee shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect theretodetermine. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before In order to effectuate the time foregoing, Assignor, for itself and its respective successors and assigns, hereby constitutes and appoints Assignee and each officer and employee thereof as its attorney-in-fact with power to assert claims and commence and prosecute suit against any Person or to settle or compromise any such claim or suit relating to any such right, claim, relief or remedy, and to sign and file any and all papers required in connection therewith and to take any and all other action which is necessary or appropriate. Assignor hereby ratifies and approves all acts which Assignee or any officer or employee thereof as attorney may do and this power of attorney, being coupled with an interest, is irrevocable as long as any of the Obligations remain outstanding. (c) No failure to exercise, and no delay in exercising on the part of Assignee any right, power or privilege under this Assignment, the Indenture, any of the other Financing Agreements or other documents referred to herein or therein shall operate as a waiver thereof; nor shall any single or partial exercise of any intended public saleright, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the time after which exercise of any private sale other right, power and privilege. The rights and remedies of Assignee under this Assignment, the other Financing Agreements or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, are cumulative and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its exclusive and all such rights and remedies with respect to the Collateral. Lendermay be exercised alternatively, in dealing with successively or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processconcurrently.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any the Loan DocumentDocuments, under the UCC or at law or in equity, including, without limitation, the right to (i) apply any property of any Borrower held by Lender to reduce the Obligations, (ii) foreclose the Liens created under the Security Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged (other than Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law) with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Borrower, as applicable, might exercise (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), (v) collect and send notices regarding the Collateral (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at Credit Parties’ which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or other sums, and no Borrower shall resist or interfere with such action, (vii) at Borrower's expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (iiviii) reduce or otherwise change the Facility Cap, and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, Lender shall have the right, at any time that Credit Parties fail Borrower fails to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunderhereunder or Lender to the extent required under Landlord Waiver and Consent; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are Borrower is in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral, including the payment of rent or other per diem charges if required under any Landlord Waiver and Consent. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties Borrower agrees that notice received by it at least fifteen ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit PartiesBorrower. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Parties covenant Borrower covenants and agree agrees not to, and not to permit or cause any of their its Subsidiaries to, interfere with or impose any obstacle to Lender’s 's exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon At any time after the occurrence and continuation of an Event of DefaultDefault hereunder, Lender Lessor, subject in all respects to the standstill provision in Section 10.3(c) and the provisions of this Lease with respect to Lessor's rights to cure defaults by Lessee and with respect to the rights of Limited Partner and any Leasehold Mortgagees, may terminate this Lease by giving Lessee written notice thereof (with a copy of such notice to the Leasehold Mortgagees), setting forth in such notice an effective date for termination which is not less than thirty (30) days after the date of such notice, in which event this Lease and ▇▇▇▇▇▇'s Estate created hereby and all interest of Lessee and all parties claiming by, through or under Lessee shall automatically terminate upon the effective date for termination as set forth in such notice, with the same force and effect and to the same extent as if the effective date of such notice had been the date originally fixed in Article 2 hereof for the expiration of the Term. In such event, Lessor, its agents or representatives, shall have the right right, without further demand or notice, to exercise re- enter and take possession of the Leased Premises and the Improvements (including all buildings and other Improvements comprising any part thereof) at any time from and after the effective termination date without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or existing breaches of covenants; provided that Lessor shall not be entitled to disturb possession of any Tenants or others in possession pursuant to Tenant Leases so long as such Tenants or others are not in default thereunder and attorn to Lessor as their landlord. In addition, Lessor shall be entitled, subject to the rights of Leasehold Mortgagees, to pursue and enforce any and all rightsother remedies available at law or at equity, options including, but not limited to, an action for damages, injunctive relief, or specific performance. ▇▇▇▇▇▇ hereby agrees to accept any cure hereunder made or tendered by the Limited Partner on the same terms and conditions as if made or tendered by ▇▇▇▇▇▇. (a) Upon the exercise of ▇▇▇▇▇▇’s remedies provided for pursuant to this Section 14.2, ▇▇▇▇▇▇ shall execute such releases, deeds and other instruments in recordable form as Lessor shall reasonably request in order to accurately set forth of record the then current status of ▇▇▇▇▇▇’s Estate and ▇▇▇▇▇▇’s rights hereunder. Such obligations shall survive the termination of this Lease. (b) At any Loan Documenttime after the occurrence of an Event of Default and the expiration of all applicable cure periods, subject in all respects to the rights of the Limited Partner and any Leasehold Mortgagees, Lessor may pursue any remedy available under the UCC this Lease or at law or in equity, including, including without limitation, the right to (i) at Credit Parties’ expensean action for damages, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, injunctive relief and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do sospecific performance, and from time to timethe exercise of applicable remedies under the Authority Documents. Except as otherwise expressly stated in this Lease, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that such remedies are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateralcumulative, and the exercise of one or more such payments by Lender remedies shall not be construed as a waiver by Lender preclude the exercise at the same or different time of any Event of Default or any other rights or remedies of Lenderfor the same or any other default. Credit Parties hereby waive All reasonable costs incurred by Lessor to cure any Lessee default hereunder and all rights that they may have to a judicial hearing costs incurred by Lessor in advance of connection with the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, this Lease shall be deemed to be reasonable notice of such sale or other disposition. If due immediately from Lessor, together with interest at the highest rate permitted by applicable law, . (c) No failure or delay by Lessor in asserting any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive Lessor of its rights to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the Collateral. Lender, in dealing with or disposing of the Collateral same or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processsubsequent default.

Rights and Remedies. At any time after an Event of Default exists or has occurred and is continuing, in addition to all other rights and remedies of the Pledgee and the Secured Parties, whether provided under this Agreement, the Credit Agreement, the other Loan Documents, applicable law or otherwise, the Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, any Pledgor except as such notice or consent is expressly provided for hereunder or such notices which such Pledgor may not waive in accordance with applicable law: (a) In addition The Pledgee, at its option, shall be empowered to exercise its continuing right to instruct the Issuer in writing (or the appropriate transfer agent of the Pledged Interests) to register any or all of the Pledged Interests in the name of the Pledgee or in the name of the Pledgee’s nominee (including, without limitation, any Secured Party) and the Pledgee may complete, in any manner the Pledgee may deem expedient, any assignments or other documents heretofore or hereafter executed in blank by the Secured Parties and delivered to the acceleration provisions set forth in Article X abovePledgee. After said written instruction, upon and without further notice, the occurrence and continuation of an Event of Default, Lender Pledgee shall have the exclusive right to exercise all voting and partnership rights with respect to the Pledged Property, and exercise any and all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options and remedies provided for in any Loan Document, under pertaining to the UCC or at law or in equityPledged Property as if the Pledgee were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights, privileges or options by the Pledgee, the Pledgee shall have the right to deposit and deliver any and all of the Pledged Property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Pledgee may determine, all without liability, except to account for property actually received by the Pledgee. However, the Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of the Pledgee) and shall not be responsible for any failure to do so or delay in doing so. (b) The Pledgee may, in its good faith discretion (i) collect, foreclose, receive, appropriate, setoff and realize upon any and all Pledged Property, (ii) sell, lease, transfer, assign, deliver or otherwise dispose of any and all Pledged Property (including entering into contracts with respect thereto, public or private sales at Credit Parties’ expenseany exchange, require that all broker’s board, at any office of the Pledgee or elsewhere) at such prices or terms as the Pledgee may deem reasonable, for cash, upon credit or for future delivery, with the Pledgee having the right to purchase the whole or any part of the Collateral be assembled and made available to Lender Pledged Property at any place designated by Lendersuch public sale, (ii) reduce all of the foregoing being free from any right or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision equity of redemption of any Loan DocumentPledgor, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, which right or equity of redemption is hereby expressly waived and from time to time, without prior notice, to: released by each Pledgor (i) obtain insurance covering any of the Collateral to the extent permitted by applicable law). If notice of disposition of Pledged Property is required hereunder; by law, ten (ii10) pay for days prior notice by the performance Pledgee to any Pledgor designating the time and place of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time of any intended public sale, sale or the time after which any private sale or other intended disposition of Collateral Pledged Property is to be made, shall be deemed to be reasonable notice thereof and any other notice. The Pledgee shall apply the cash proceeds of such sale Pledged Property actually received by the Pledgee from any sale, lease, foreclosure or other dispositiondisposition of the Pledged Property to payment of the Obligations then due, in whole or in part and in accordance with the terms of Section 10 of the Credit Agreement, and thereafter may hold such proceeds as cash collateral for the Obligations not then due. Each Pledgor shall remain liable to the Pledgee and the Secured Parties for the payment of any deficiency with interest at the highest rate provided for in the Credit Agreement and agrees to indemnify the Pledgee and the Secured Parties from all costs and expenses of collection or enforcement incurred in good faith by each of them or on their behalf, including reasonable attorneys’ fees and expenses, as provided in the Credit Agreement. (c) Each Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Property for their own account for investment and not with a view to the distribution or resale thereof. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At at the time of any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral Pledged Property or any part thereof, the same shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933 (or other applicable state securities law), as then in effect, the Pledgee in its sole and absolute discretion is authorized to sell such Pledged Property or such part thereof by private sale in such manner and under such circumstances as the Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected without registration. Each Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Property were sold at public sale, and that the Pledgee has no obligation to delay the sale of any such Pledged Property for the period of time necessary to permit the Issuer, even if the Issuer would agree, to register such Pledged Property for public sale under such applicable securities laws. Each Pledgor agrees that any private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (d) All of the rights and remedies of the Pledgee and the Secured Parties, including, but not limited to, the foregoing and those otherwise arising under this Agreement, the Credit Agreement and the other Loan Documents, the instruments comprising the Pledged Property, applicable law or otherwise, shall be required to give priority cumulative and not exclusive and shall be enforceable alternatively, successively or preference to concurrently as the Pledgee may deem expedient. No failure or delay on the part of the Pledgee or any item Secured Party in exercising any of Collateral its options, powers or otherwise to marshal assets rights or to take possession partial or sell any Collateral with judicial processsingle exercise thereof, shall constitute a waiver of such option, power or right.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any Loan Document, under the UCC or at law or in equity, including, without limitation, the right to (i) at Credit Parties’ expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (ii) reduce or otherwise change the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at At any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s rights and remedies hereunder, including, without limitation, its right following the occurrence of after an Event of Default exists or has occurred and is continuing, in addition to take immediate possession of the Collateral and to exercise its all other rights and remedies of the Pledgee and the Secured Parties, whether provided under this Agreement, the Credit Agreement (including the Pledgee’s rights under Section 2.10(a) thereof), the other Loan Documents, applicable law or otherwise, the Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, the Pledgor except as such notice or consent is expressly provided for hereunder or such notices which the Pledgor may not waive in accordance with respect thereto.applicable law: (ba) Credit Parties agrees that The Pledgee may, in its good faith discretion sell, transfer, assign, deliver or otherwise dispose of any and all Collateral on such terms as the Pledgee may deem reasonable, for cash, upon credit or for future delivery, all of the foregoing being free from any right or equity of redemption of the Pledgor, which right or equity of redemption is hereby expressly waived and released by the Pledgor (to the extent permitted by applicable law). If notice received of disposition of Collateral is required by it at least fifteen calendar law, ten (10) days before prior notice by the Pledgee to the Pledgor designating the time and place of any intended public sale, sale or the time after which any private sale or other intended disposition of Collateral is to be made, shall be deemed to be reasonable notice thereof and any other notice. The Pledgee shall apply the cash proceeds of such sale Collateral actually received by the Pledgee from any sale, foreclosure or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateralthe Collateral to payment of the Obligations then due, Lender in whole or in part and in accordance with the terms of Section 10 of the Credit Agreement, and thereafter may (hold such proceeds as cash collateral for the Obligations not then due. The Pledgor shall remain liable to the extent permitted Pledgee and the Secured Parties for the payment of any deficiency with interest at the highest rate provided for in the Credit Agreement and agrees to indemnify the Pledgee and the Secured Parties from all costs and expenses of collection or enforcement incurred in good faith by applicable laweach of them or on their behalf, including reasonable attorneys’ fees and expenses, as provided in the Credit Agreement. (b) purchase all or any part thereof free from any right All of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its the rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral Pledgee and the Secured Parties, including, but not limited to, the foregoing and those otherwise arising under this Agreement, the Credit Agreement and the other Loan Documents, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Pledgee may deem expedient. No failure or delay on the part of the Pledgee or any part Secured Party in exercising any of its options, powers or rights or partial or single exercise thereof, shall not be required to give priority constitute a waiver of such option, power or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processright.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X VIII (Events of Default) above, if an Event of Default has occurred and is continuing, Lender may, at its option, without notice, accelerate the Maturity Date of the Loan and declare all of the Obligations, including all amounts due under the Loan, to be forthwith due and payable, all without presentment, demand, protest or further notice of any kind, all of which are expressly waived by Borrowers and Credit Parties and Guarantors. (b) In addition to the acceleration provisions set forth in Article VIII (Events of Default) above, upon the occurrence and continuation of an Event of Default, Lender shall have the right to exercise any and all rights, options and remedies provided for in any the Loan DocumentDocuments, under the UCC Code or at law or in equity, including, without limitation, the right to (i) apply any property of any Borrower and any Credit Party held by Lender to reduce the Obligations, (ii) foreclose the Liens created under the Security Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged (other than Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law) with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as any Borrower or any Credit Party, as applicable, might exercise (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), (v) collect and send notices regarding the Collateral (other than with respect to Collateral consisting of Accounts owed or owing by Medicaid/Medicare Account Debtors absent a court order or compliance with applicable law), with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at which Collateral and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities or other sums, and no Borrower or Credit Parties’ Party shall resist or interfere with such action, (vii) at Borrower's expense, require that all or any part of the Collateral be assembled and made available to Lender at any place designated by Lender, (iiviii) reduce or otherwise change the Facility Cap, Cap and/or (iiiix) relinquish or abandon any Collateral or securities pledged or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties Borrower's fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document Document unless Credit Parties Borrower's are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of Lender’s All such rights and remedies hereunder, including, without limitation, its right following the occurrence of an shall be cumulative and none exclusive. (c) If any Event of Default to take immediate possession of has occurred and is continuing, Lender may, without notice, suspend the Collateral and to exercise its rights and remedies Revolving Facility with respect theretoto additional Advances, whereupon any additional Advances may be made or incurred in Lender's sole discretion, so long as such Event of Default is continuing. (bd) Credit Parties agrees If any Event of Default has occurred and is continuing, Lender may, without notice except as otherwise expressly provided herein, increase the Interest Rate to the Default Rate. (e) Borrowers agree that notice received by it at least fifteen five (5) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit PartiesBorrowers. At any sale or disposition of CollateralCollateral or securities pledged, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party Borrower which right is hereby waived and released. Credit Parties Borrowers covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s 's exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process. (f) In addition to all other rights and remedies granted to it under this Agreement and the Security Documents and under any other instrument or agreement securing, evidencing or relating to any of the Indebtedness, if any Event of Default shall have occurred and be continuing, the Lender may exercise all rights and remedies of a secured party under the Code (whether or not the Code applies to the affected Collateral). Without limiting the generality of the foregoing, the Borrowers expressly agree that upon the occurrence and during the continuance of an Event of Default, Lenders, 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 the Borrowers 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 the Borrowers where any Collateral is located through self-help in compliance with Applicable Laws, without judicial process, without first obtaining a final judgment or giving the Borrowers or any other Person notice and opportunity for a hearing on the Lender's 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), or any part thereof, in one or more parcels at a public or private sale or sales, 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. The Lender 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 for the benefit of Lender, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Borrowers hereby release. Such sales may be adjourned and continued from time to time with or without notice. At any such sale or other disposition, Lender reserves the right to sell for cash, on credit (whether secured or unsecured), or a combination of both, and not to credit the Obligations unless and until any deferred portion of the purchase has actually been paid to Lender in good funds. The Lender shall have the right to conduct such sales on each Borrower's premises or elsewhere and shall have the right to use each Borrower's premises without charge for such time or times as the Lender deem necessary or advisable. (g) If any Event of Default shall have occurred and be continuing, Borrowers further agree, at Lender's request, to assemble the Collateral and make it available to Lender at a place or places designated by Lender which are reasonably convenient to Lender and Borrowers, whether at a Borrower's premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Lender. (h) To the extent that applicable law imposes duties on Lender to exercise remedies in a commercially reasonable manner, the Borrowers acknowledge and agree that it is not commercially unreasonable for Lender (i) to fail to incur expenses reasonably deemed significant by Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against account debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as Borrowers, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Lender against risks of loss, collection or disposition of Collateral or to provide to Lender a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Lender, to obtain the services of brokers, investment bankers, consultants and other professionals to assist Lender in the collection or disposition of any of the Collateral. The Borrowers acknowledge that the purpose of this Section 9.1(g) (Rights and Remedies) is to provide non-exhaustive indications of what actions or omissions by Lender would not be commercially unreasonable in Lender's exercise of remedies against the Collateral and that other actions or omissions by Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 9.1(g) (Rights and Remedies). Without limitation upon the foregoing, nothing contained in this Section 9.1(g) (Rights and Remedies) shall be construed to grant any rights to Borrowers or to impose any duties on Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 9.1(g) (Rights and Remedies). (i) Lender shall not be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, Borrowers, Credit Parties, any 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. Lender 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 all of its and their rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, the Borrowers absolutely and irrevocably waive and relinquish the benefit and advantage of, and covenants not to assert against Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Agreement, or otherwise. (j) Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and Lender's compliance therewith will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. (k) Upon the exercise by Lender of any power, right, privilege, or remedy pursuant to this Agreement which requires any consent, approval, registration, qualification, or authorization of any Governmental Authority or any third party, Borrowers agree to execute and deliver, or will cause the execution and delivery of, all applications, certificates, instruments, assignments, and other documents and papers that Lender or any purchaser of the Collateral may be required to obtain for such consent, approval, registration, qualification, or authorization. To the maximum extent permitted by applicable law, Borrowers and Credit Parties waive all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. (l) In connection with the exercise of its remedies pursuant to Article IX (Rights and Remedies After Default), Lender may, but shall have no obligation to: (i) exchange, enforce, waive or release any portion of the Collateral and any other security for the Obligations; (ii) subject to the Agreement, apply such Collateral or security and direct the order or manner of sale thereof as Lender may, from time to time, determine; and (iii) settle, compromise, collect or otherwise liquidate any such Collateral or security in any manner following the occurrence and during the continuance of an Event of Default, without affecting or impairing Lender's right to take any other further action with respect to any Collateral or security or any part thereof. Borrowers and the Credit Parties waive any right they may have to require Lender to pursue any third Person for any of the Obligations. (m) Borrowers recognize that upon the occurrence of an Event of Default, any remedy of law may prove to be inadequate relief to Lender; therefore, Borrowers agree that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. (n) The rights and remedies provided under this Agreement are cumulative and may be exercised singly or concurrently and are not exclusive of any rights and remedies provided by applicable law or equity.

Rights and Remedies. (a) In addition to the acceleration provisions set forth in Article X above, upon a. Upon the occurrence and continuation of an Event of DefaultDefault by Keyholder, Lender shall have the right VPAR may, at its sole option and without limitation or election as to exercise any and all rights, options and other remedies provided for in any Loan Document, available under the UCC this License or at law or in equity, including, without limitation, exercise one or more of the right to following remedies: (i) at Credit Parties’ expense, require that all or Terminate this License and demand the return of any part of the Collateral be assembled and made available ▇▇▇▇ Software to Lender at any place designated by Lender, VPAR; (ii) reduce Terminate one or otherwise change both of Keyholder’s sub-licenses to use the Facility Cap, and/or Network and to use the Software; which will make an eSYNC Cradle or eSYNC Modem purchased by Keyholder inoperable; (iii) relinquish or abandon any Collateral Direct Supra to deactivate Keyholder’s access to the Service or any Lien thereon. Notwithstanding any provision of any Loan Document, Lender, in its sole discretion, shall have the right, at any time that Credit Parties fail to do so, and from time to time, without prior notice, to: (i) obtain insurance covering any component of the Collateral to the extent required hereunder; (ii) pay for the performance of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and Service; (iv) pay ▇▇▇▇ the Keyholder for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateralany outstanding amounts owed under this License, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive and/or (v) Take any and all rights that they may have actions necessary to a judicial hearing collect all amounts currently due and owing under this License, including any and all costs and expenses of every kind or nature (including reasonable attorneys’ fees, whether incurred at the trial or appellate level, in advance an arbitration proceeding, or in bankruptcy, including any adversary proceeding, contested matter or motion, or otherwise) incurred by VPAR in connection with the exercise of the enforcement of any of Lender’s its rights and remedies hereunder, including, without limitation, its right following under this License. b. Upon the occurrence of an Event of Default by VPAR or termination of this License, all of Keyholder’s obligations under this License shall terminate, except that Keyholder shall be required to take immediate possession return the ▇▇▇▇ Software to VPAR and to pay VPAR any outstanding amounts owed under this License, including any damages for the failure to return the Software. c. If VPAR deactivates the Service because of a default by Keyholder under this License, but does not otherwise terminate this License, Keyholder will be entitled to seek to have the Service reactivated. In order to so, Keyholder shall be required to cure any and all existing defaults, and to pay any and all outstanding amounts owed under this License and the reasonable costs and attorneys’ fees incurred by VPAR in connection with collecting under this License. After confirmation of the Collateral curing of such defaults and the receipt of payment of such amounts, VPAR shall direct Supra to exercise its reactivate the Software within twenty-four (24) hours. d. In the event that VPAR institutes any action for the collection of amounts due and payable hereunder, Keyholder shall pay, in addition to the amounts due and payable under this License, all reasonable costs and attorneys fees incurred by VPAR in connection with collecting under this License. Keyholder expressly waives all rights to possession or use of the Service or the Software or any component thereof after the occurrence of an Event of Default, and waives all claims or losses caused by or related to any repossession or termination of use. e. VPAR’s failure or delay in exercising any right or remedy under this License shall not operate as a waiver thereof or of any subsequent breach or of such right or remedy. VPAR’s rights and remedies with respect thereto. (b) Credit Parties agrees that notice received by it at least fifteen calendar days before the time are cumulative, not exclusive, and no exercise of any intended public sale, or remedy shall preclude the time after which any private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial processanother remedy.

Rights and Remedies. At any time an Event of Default exists or has occurred and is continuing, in addition to all other rights and remedies of Pledgee, whether provided under this Pledge Agreement, the Loan Agreement, the other Loan Documents, applicable law or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, Pledgor except as such notice or consent is expressly provided for hereunder or under the Loan Agreement (to the extent applicable to this Pledge Agreement); (a) In addition Pledgee, at its option, shall be empowered to exercise its continuing right to instruct any Issuer (or the acceleration provisions set forth appropriate transfer agent of the Collateral) to register any or all of the Collateral in Article X abovethe name of Pledgee or in the name of Pledgee’s nominee and Pledgee may complete, upon in any manner Pledgee may deem expedient, any and all stock powers (as applicable), any assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee and, in furtherance of the occurrence foregoing, Pledgor shall execute and continuation deliver to Pledgee together herewith a Special Power of an Event Attorney in the form of DefaultExhibit B hereto in connection with the execution of this Pledge Agreement. After said instruction, Lender and without further notice, Pledgee shall have the exclusive right to exercise all rights with respect to the Collateral (including all voting and corporate rights), and exercise any and all rights of conversion, redemption, exchange, subscription or any other rights, privileges, or options and remedies provided for in any Loan Document, under pertaining to the UCC or at law or in equityCollateral as if Pledgee were the absolute owner thereof, including, without limitation, the right to (i) at Credit Parties’ expenseexchange, require that in its discretion, any and all or any part of the Collateral be assembled and made available to Lender at upon any place designated by Lendermerger, (ii) reduce consolidation, reorganization, recapitalization or otherwise change other readjustment with respect thereto. Upon the Facility Cap, and/or (iii) relinquish or abandon any Collateral or any Lien thereon. Notwithstanding any provision exercise of any Loan Documentsuch rights, Lenderprivileges or options by Pledgee, Pledgee shall have the right to deposit and deliver any and all of the Collateral to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability, except to account for property actually received by Pledgee. However, Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in its the sole discretiondiscretion of Pledgee) and shall not be responsible for any failure to do so or delay in doing so. (b) In addition to all the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, Pledgee shall have the right, at any time that Credit Parties fail and 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 do soor upon Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable law), to proceed forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or otherwise dispose of and from time deliver the Collateral or any part thereof in one or more lots at public or private sale or sales at any exchange, broker’s board or at any of Pledgee’s offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) may be for cash or on credit or for future delivery without assumption of any credit risk, with Pledgee having the right to time, without prior notice, to: (i) obtain insurance covering purchase all or any part of the Collateral so sold at any such sale or sales, public or private, free of any right or equity of redemption in Pledgor, which right or equity is hereby expressly waived or released by Pledgor. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the extent required hereunder; (ii) pay for the performance care, safekeeping or otherwise of any of Obligations; (iii) discharge taxes or Liens on any of the Collateral that are in violation of any Loan document unless Credit Parties are in good faith with due diligence by appropriate proceedings contesting those items; and (iv) pay for the maintenance and preservation of the Collateral. Such expenses and advances shall be added to the Obligations until reimbursed to Lender and shall be secured by the Collateral, and such payments by Lender shall not be construed as a waiver by Lender of any Event of Default or any other rights or remedies of Lender. Credit Parties hereby waive any and all Collateral or in any way relating to the rights that they may have of Pledgee hereunder, including attorneys’ fees and legal expenses, shall be applied first to a judicial hearing in advance the satisfaction of the enforcement Obligations (in such order as Pledgee may elect and whether or not due) and then to the payment of any of Lender’s rights and remedies hereunderother amounts required by applicable law, including, without limitation, its right following the occurrence of an Event of Default to take immediate possession including Section 9-615(a)(3) of the Collateral Uniform Commercial Code, with Pledgor to be and remain liable for any deficiency. Pledgor shall be liable to exercise Pledgee for the payment on demand of all such costs and expenses, together with interest at the highest rate then applicable to Obligations (as defined in the Loan Agreement) set forth in the Loan Agreement and any attorneys’ fees and legal expenses incurred by Pledgee. Any such amounts shall constitute Obligations under the Loan Agreement and may be charged by Pledgee to the loan account of Pledgor maintained by Pledgee at its rights and remedies with respect thereto. (b) Credit Parties option. Pledgor agrees that ten (10) days prior written notice received by it at least fifteen calendar days before Pledgee designating the place and time of any intended public sale, sale or of the time after which any private sale or other intended disposition of any or all of the Collateral is to be made, shall be deemed to be is reasonable notice notification of such matters. (c) Pledgor recognizes that Pledgee may be unable to effect a public sale of all or part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other dispositionstate securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged 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. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Lender without prior notice to Credit Parties. At at the time of any sale or disposition of Collateral, Lender may (to the extent permitted by applicable law) purchase all or any part thereof free from any right of redemption by any Credit Party which right is hereby waived and released. Credit Parties covenant and agree not to, and not to permit or cause any of their Subsidiaries to, interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral. Lender, in dealing with or disposing of the Collateral or any part thereof, the same shall not not, for any reason whatsoever, be required effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and absolute discretion is authorized to give priority or preference to any item of sell such Collateral or such part thereof by private sale in such manner and under such circumstances as Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected without registration. Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Collateral were sold at public sale, and that Pledgee has no obligation to delay the sale of any such Collateral for the period of time necessary to permit any Issuer, even if such Issuer would agree, to register such Collateral for public sale under such applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall be deemed to have been in a commercially reasonable manner. (d) All of the rights and remedies of Pledgee, including, but not limited to, the foregoing and those otherwise to marshal assets arising under this Pledge Agreement, the Loan Agreement and the other Loan Documents, the instruments comprising the Collateral, applicable law or to take possession otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or sell concurrently as Pledgee may deem expedient. No failure or delay on the part of Pledgee in exercising any Collateral with judicial processof its options, powers or rights or partial or single exercise thereof, shall constitute a waiver of such option, power or right.