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Rights of the Secured Party.ÌýThe Debtor agrees that the Secured --------------------------- Party may at any time, whether before or after the occurrence of an Event of Default and without notice or demand of any kind, (i) notify the obligor on or issuer of any Collateral to make payment to the Secured Party of any amounts due or distributable thereon; (ii) in the Debtor's name or the Secured Party's name enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (iii) receive all proceeds of the Collateral; and (iv) hold any increase or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at the Secured Party's option, be applied in reduction of the Obligations, in such order of application as the Secured Party may determine, or be remitted to the Debtor.

Rights of the Secured Party.Ìý(a) Pledgor hereby grants the Secured Party an irrevocable proxy (which irrevocable proxy is coupled with an interest and, to the extent permitted by law, shall continue in full force and effect until the Obligations are paid in full), such that if an Event of Default shall occur and be continuing and the Secured Party shall give notice of its intent to exercise such rights to Pledgor, the Secured Party shall be entitled to exercise all voting powers pertaining to the Collateral at all times during the existence of an Event of Default, including the power to call and attend all meetings of the shareholders of the Issuer to be held from time to time with full power to act and vote in the name, place and stead of Pledgor (whether or not the Collateral shall have been transferred into its name or the name of its nominee or nominees), give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the owner thereof, all without liability except to account for property actually received by it, but the Secured Party shall have no duty to Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Secured Party hereunder shall not be conditioned or contingent upon the pursuit by the Secured Party of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. The Secured Party shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Secured Party be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Secured Party.ÌýThe Secured Party may pay and satisfy the whole or any part of any taxes, rates, liens, charges, mortgages, security interests or other encumbrances now or hereafter existing in respect of any of the Collateral and such payments together with all costs, charges and expenses which may be incurred in connection with making such payments shall form part of the Obligations and shall be secured by the security interests granted herein. In the event of the Secured Party satisfying any such lien, charge, mortgage, security interest or encumbrance, it shall be entitled to all the equities and securities of the person or persons so paid and is hereby authorized to obtain any discharge thereof and hold such discharge without registration for so long as it may deem advisable to do so.

Rights of the Secured Party.ÌýIf an Event of Default shall occur and be continuing and the Secured Party shall give notice to the Pledgor of its intent to exercise such rights, (i) the Secured Party shall have the right to receive any and all cash dividends paid in respect of the Units and make application thereof to the Convertible Promissory Note in such order as the Secured Party may determine and (ii) the Secured Party shall have the right to cause all of the Units to be registered in the name of the Secured Party or its nominee, and the Secured Party or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Units at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Units as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Units upon the merger, consolidation,

Rights of the Secured Party.Ìý(a) If an Event of Default shall occur and be continuing, the Secured Party shall be entitled to exercise upon the pledge, lien and security interest granted hereby with respect to the Collateral in the manner permitted by law. (b) The rights of the Secured Party hereunder shall not be conditioned or contingent upon the pursuit by the Secured Party of any right or remedy against the Pledgor or against any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Except as required by applicable law, the Secured Party shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Secured Party be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Secured Party.ÌýThe Secured Party shall not be liable for failure to collect or realize upon the Pledged Collateral, or any part thereof, or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. If a default under the Note has occurred and is continuing, the Secured Party may, without notice except for notice of sale as provided in Section 6, exercise all rights, privileges or options pertaining to any Pledged Collateral as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account for property actually received by the Secured Party, but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Rights of the Secured Party.ÌýIf a Security Agreement Event of Default shall have occurred and be continuing, the Secured Party may, subject to Section 4.02, exercise, at its option and in addition to any other rights and remedies the Secured Party may have at law or in equity, any one or more or all, and in any order, any of the following remedies, it being expressly understood that no remedy herein conferred is intended to be exclusive of any other remedy or remedies, but that each and every remedy is cumulative and is in addition to every other remedy given herein or now or hereafter existing at law or in equity or by statute: (i) the Secured Party may, upon written notice to the Debtor, take possession of all or any part of the Collateral and may exclude therefrom the Debtor and all persons claiming under it, and may exercise all remedies available to a secured party under the UCC of New York or any State in which the Collateral is located or any other provision of Applicable Law. The Secured Party may proceed to enforce the rights of the Secured Party by directing payment to it of all moneys payable under any agreement or undertaking constituting a part of the Collateral, by proceedings in any court of competent jurisdiction to recover damages for the breach hereof or for the appointment of a receiver or for sale of all or any part of the Collateral or for foreclosure of the Owner Lessor’s interest, the Undivided Interest and the Software Rights, and by any other action, suit, remedy or proceeding authorized or permitted by this Security Agreement, at law or in equity, or whether for the specific performance of any agreement contained herein, or for an injunction against the violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law, and in addition, may foreclose upon, sell, assign, transfer and deliver, from time to time to the extent permitted by Applicable Law, all or any part of the Collateral or any interest therein, at any private sale or public auction with or without demand, advertisement or notice (except as herein required or as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms as the Secured Party, in its unfettered discretion, may determine, or as may be required by law, so long as the Debtor is afforded a commercially reasonable opportunity to bid for all or such part of...

Rights of the Secured Party.ÌýThe Secured Party and its successors and --------------------------- assigns shall at all times be entitled to exercise in respect of the Collateral all of the rights available to a secured party under the California Uniform Commercial Code (the "Code"). (A) Upon the occurrence of any of the following: (i) the commencement of a proceeding by or against either Debtor of any of its subsidiaries or affiliates under federal or state bankruptcy, insolvency, reorganization or similar law or (ii) the default by Debtors in paying to Secured Party the amounts due to Secured Party under the Bridge Note, (B) the Secured Party may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party in default under the Code (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, and (iii) such other rights and the remedies as may be provided by law or otherwise (such rights and remedies of the Secured Party to be cumulative and non-exclusive). Each Debtor hereby waives all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

Rights of the Secured Party.ÌýSubject to the fights of prior lien holders, the Secured Party may upon default under this Agreement or any of the Obligations: (i) require the Debtor to give possession or control of the Collateral to the Secured Parties: (ii) take control of proceeds and use cash proceeds to reduce any part of the Note; ('iii) take any action required of the Debtor or otherwise necessary to obtain, preserve, and enforce the security interest granted herein, and maintain and preserve the Collateral, without notice to the Debtor, and add costs of the same to the Note, but the Secured Party is under no duty to take such action; (iv) take control of funds generated by the Collateral and to use the same to reduce any part of the Note; (v) waive any of its rights hereunder without such waiver prohibiting the later exercise of the same or similar rights; (vi) revoke any permission or waiver previously granted to the Debtor; and (vii) proceed to enforce any other rights against the Collateral which may be available pursuant to this Agreement, the Transaction Documents, and applicable law,

Rights of the Secured Party.ÌýIn addition to any other remedies available to the Secured Party under the Uniform Commercial Code, upon an Event of Default, the Representative, upon instruction from the holders of a majority of the then-outstanding aggregate principal amount of the Debenture (herein, “Majority-in-Interestâ€�), may in its discretion, (i) terminate, immediately upon notice to the Debtor, the Debtor’s authority to sell, lease, otherwise transfer, manufacture, process or assemble, or furnish under contracts of service, inventory that is Collateral or any other Collateral; (ii) take possession and endorse as the Debtor’s agent any instruments or chattel paper included in the Collateral; (iii) notify account debtors and obligors on instruments to make payment direct to the Representative; (iv) contact account debtors directly to verify information furnished by the Debtor; (v) without notice to the Debtor, take control of proceeds of the Collateral and use any cash proceeds to reduce any part of the Obligations; (vi) take any action the Debtor is required to take or that is otherwise reasonable and necessary to obtain, preserve, perfect and enforce this Agreement (and the security interest granted hereby) or to maintain and preserve the Collateral, and add reasonable costs of same to the Obligations upon prior written notice to the Debtor (but the Representative is under no duty to take any such action); (vii) release all or any portion of the Collateral in its possession to the Debtor, temporarily or otherwise; (viii) take control of funds generated by the Collateral, such as interest and/or other fees associated with late payment of accounts receivables by Debtor’s customers, and proceeds or refunds from insurance, and use same to reduce any part of the Obligations; (ix) waive any of its rights hereunder without such waiver prohibiting the later exercise of the same or similar rights; (x) transfer or register in its name or the name of its nominee any of the Collateral, with or without indication of the security interest herein created and whether or not so transferred or registered, receive the income, dividends and other distributions thereon and hold them or apply them to the Obligations in any order of priority; (xi) insure the Collateral; (xii) exchange any of the Collateral for other property upon a reorganization, recapitalization or other readjustment and, in connection therewith, deposit any of the Collateral with any committee or depository upon such terms as the Rep...