Common use of Events of Default, Etc Clause in Contracts

Events of Default, Etc. During any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default or Trigger Event shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five (5) ten Business Days’ prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party a. the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Company, designated in its request; (b) b. the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) c. the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right); (d) d. the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) e. the Collateral Agent may, may upon five (5) 10 Business Days’ prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Agent in Section 4.04(b)(1) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During Without limitation on the rights, remedies, powers and privileges of Netgateway under Section 1, if any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent i. Netgateway in its discretion may, in its name or in the name of any Loan Party the Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent ii. Netgateway in its discretion may, upon five (5) Business Days’ business days' prior written notice to the Loan Parties Obligor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Netgateway or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Netgateway deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Netgateway or any other Secured Party or anyone else person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Netgateway 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and iii. The proceeds of each collectionNetgateway shall have, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account ofits discretion may exercise, or as a result all of the exercise byrights, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any funds at jurisdiction where any time rights, remedies, powers and from time to time on deposit inprivileges in respect of this Agreement or the Collateral may be asserted, or otherwise including the right, to the credit ofmaximum extent permitted by law, the Custodial Account shall be held by to exercise all voting, consensual and other powers of ownership pertaining to the Collateral Agent as additional collateral security for if Netgateway were the repayment sole and absolute owner of the Secured Obligations Collateral (and shall be applied the Obligor agrees to take all such action as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect appropriate to any sale of all or any part of the Collateral, give effect to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soright).

Events of Default, Etc. During Without limiting the rights, powers and privileges of the Collateral Agent under Article II, if any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party The Collateral Agent in its discretion may require Obligor to, and Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and Obligor, designated in the Collateral Agent's request; (b) the The Collateral Agent in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the The Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and; (ed) the The Collateral Agent in its discretion may, upon five ten (510) Business Days’ ' prior written notice to the Loan Parties Obligor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. ; (e) The proceeds Collateral Agent shall have, and in its discretion may exercise, all of each collectionthe rights, sale remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other Disposition under this Section 8.01 shall be deposited into powers of ownership pertaining to the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by Collateral as if the Collateral Agent on account of, or as a result were the sole and absolute owner of the exercise byCollateral (and Obligor agrees to take all such action as may be appropriate to give effect to such right); (f) The Collateral Agent in its discretion may, to the full extent provided by law, have a court having jurisdiction appoint a receiver, which receiver shall take charge and possession of and protect, preserve, replace and repair the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of thereof, and manage and operate the Collateralsame, to limit purchasers to those who will agreeand receive and collect all rents, among other thingsincome, to acquire the Collateral for their own accountreceipts, for investment royalties, revenues, issues and not with a view to the distribution or resale thereofprofits therefrom. Each Loan Party acknowledges Obligor irrevocably consents and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made hereby irrevocably consented to the appointment thereof, and upon such appointment, Obligor shall immediately deliver possession of such Collateral to the receiver. Obligor also irrevocably consents to the entry of an order authorizing such receiver to invest upon interest any funds held or received by the receiver in a commercially reasonable mannerconnection with such receivership. The Collateral Agent shall be under no obligation entitled to delay such appointment as a matter of right, if it shall so elect, without the giving of notice to any other party and without regard to the adequacy of the security of the Collateral; and (g) The Collateral Agent in its discretion may enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Collateral Agent from pursuing any other or further remedy which it may have hereunder or by law, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release Obligor until full and final payment of any item deficiency has been made. Obligor shall reimburse the Collateral Agent upon demand for, or the Collateral Agent may apply any proceeds of Collateral for to, the period costs and expenses (including reasonable attorneys' fees, transfer taxes and any other charges) incurred by the Collateral Agent in connection with any sale, disposition, repair, replacement, alteration, addition, improvement or retention of time necessary to permit any Collateral hereunder. The proceeds of, and other realization upon, the issuer thereof to register such securities for public sale Collateral by virtue of the exercise of remedies under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sothis Section 5.01 shall be applied in accordance with Section 5.04.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to the Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to the Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were Secured Party was the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties Secured Party in its sole and absolute discretion) to the Debtors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the Uniform Commercial Code or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have has occurred and be is continuing: (a) each Loan Party shall, at the request Buyer shall have all of the rights and remedies with respect to the Pledged Collateral Agentof a secured party under the UCC and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted (including, assemble without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral owned by it at as if the Buyer were the sole and absolute owner thereof (and NCMC agrees to take all such place or places, action as the Collateral Agent shall reasonably requestmay be appropriate to give effect to such right)); (b) the Collateral Agent Buyer may make any reasonable compromise or settlement deemed desirable with respect to any of the Pledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Pledged Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion Buyer may, in its name or in the name of any Loan Party NCMC or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of of, or in exchange for for, any of the Pledged Collateral, but shall be under no obligation to do so; and (ed) the Collateral Agent Buyer may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Pledged Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Buyer or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Agent Buyer deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesNCMC, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Buyer 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize NCMC recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amendedamended (the “Securities Act”), and applicable state securities laws, the Collateral Agent Buyer may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral which constitutes a “security” under the Securities Act, to limit purchasers to those who will agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party NCMC acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the Buyer than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Buyer shall be under not have any obligation to engage in public sales and no obligation to delay a the sale of any item of such Pledged Collateral for the period of time necessary to permit the respective issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingoccurred: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representatives, assemble the Collateral owned by and make it available to Secured Party or its Representatives at such a place or placesplaces designated by the Secured Party or its Representatives which are reasonably convenient to Secured Party or its Representatives, as the Collateral Agent shall reasonably requestapplicable, and Debtor; (b) the Collateral Agent Secured Party or its Representatives may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Parties were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral. Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representatives in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party Debtor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representatives may take immediate possession and occupancy of any premises owned, used or leased by Debtor and exercise all other rights and remedies which may be available to the Secured Party; and (f) the Secured Party may, upon five ten (510) Business Days’ prior written notice to the Loan Parties Debtor of the time and place (or, if such sale which notice Debtor hereby agrees is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representatives, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party the Grantor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to the Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to the Secured Party or its Representative, as applicable, and the Collateral Agent shall reasonably requestGrantor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral in accordance with this Agreement and the other Note Documents as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party the Grantor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in Secured Party or its discretion mayRepresentative shall have the right, in its the name of the Secured Party or in the name of any Loan Party the Grantor or otherwise, to demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent maySecured Party or its Representative shall have the right to take immediate possession and occupancy of any premises owned, used or leased by the Grantor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party shall have the right, upon five (5) Business Days’ prior reasonable written notice (such reasonable notice to be determined by the Loan Parties of the time Secured Party in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which (whether or not the same shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentSecured Party or its Representative), the other Secured Parties or any of their respective agentsto sell, selllease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesGrantor, any such demand, notice and right or equity being hereby expressly waived and released. The Secured Party may, to the fullest extent permitted by law. The Collateral Agent mayApplicable Law, 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. (g) the Secured Party may, prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Secured Party deems appropriate; (h) the Secured Party may proceed to perform any and all of the obligations of the Grantor contained in any Contract and exercise any and all rights of the Grantor therein contained as the Grantor itself could; (i) the Secured Party shall have the right to use the Grantor’s rights under any Collateral consisting of Intellectual Property Licenses in connection with the enforcement of the Secured Party’s rights hereunder; and (j) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Note Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. Without limiting the foregoing, the Secured Party may, 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 Grantor or any other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), upon the occurrence and during the continuance of an Event of Default forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith date and otherwise fill in the blanks on any assignments separate from certificates or stock power or otherwise sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more portions at one or more public or private sales or dispositions, at any exchange or broker’s board or at any of the Secured Party’s offices or elsewhere upon such terms and conditions as the Secured Party may deem advisable and at such prices as it may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery without assumption of any credit risk, with the right of the Secured Party (or the designee of the Secured Party) upon any such sale, public or private, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption of the Grantor, which right or equity is hereby expressly waived or released. The Grantor agrees that, to the extent notice of sale shall be required by Applicable Law or this Agreement, at least ten (10) days’ prior written notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Notwithstanding any provision in any operating agreement or shareholder agreement of any issuer of the Collateral or any other Applicable Law to the contrary, the undersigned, constituting a member and/or shareholder of each issuer hereby acknowledges that such member and/or shareholder, as applicable, may pledge to the Secured Party all of such member’s and/or shareholder’s right, title and interest in such issuer, and upon foreclosure the successful bidder (which may include the Secured Party or any Holder) will be deemed admitted as a member and/or shareholder, as applicable, of such issuer, and will automatically succeed to all of such pledged right, title and interest, including without limitation such members’ and/or shareholder’s limited liability company and equity interests, right to vote and participate in the management and business affairs of the issuer, right to a share of the profits and losses of the issuer and right to receive distributions from the issuer. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingcontinuing subject to the Permitted Lien: (a) each Loan Party Debtor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Debtor; (b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Collateral Agent or any Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent or its Representative in its discretion may, in its the name of the Collateral Agent or in the name of any Loan Party a Debtor or otherwise, demand, xxx sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Collateral Agent or a Secured Party; (f) the Collateral Agent may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties of the time Collateral Agent in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (g) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Collateral Agent or any Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Collateral Agent may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Collateral Agent will be exclusive of or dependent on any other. The Collateral Agent may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Grantor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to the Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to the Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Grantor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral in accordance with this Agreement and the other Note Documents as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Grantor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in Secured Party or its discretion mayRepresentative shall have the right, in its the name of the Secured Party or in the name of any Loan Party a Grantor or otherwise, to demand, xxx sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent maySecured Party or its Representative shall have the right to take immediate possession and occupancy of any premises owned, used or leased by a Grantor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party shall have the right, upon five (5) Business Days’ prior reasonable written notice (such reasonable notice to be determined by the Loan Parties of the time Secured Party in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which (whether or not the same shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentSecured Party or its Representative), the other Secured Parties or any of their respective agentsto sell, selllease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Partiesapplicable Grantor, any such demand, notice and right or equity being hereby expressly waived and released. The Secured Party may, to the fullest extent permitted by law. The Collateral Agent mayApplicable Law, 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. (g) the Secured Party may, prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Secured Party deems appropriate; (h) the Secured Party may proceed to perform any and all of the obligations of any Grantor contained in any Contract and exercise any and all rights of such Grantor therein contained as such Grantor itself could; (i) the Secured Party shall have the right to use any Grantor’s rights under any Collateral consisting of Intellectual Property Licenses in connection with the enforcement of the Secured Party’s rights hereunder; and (j) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Note Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. Without limiting the foregoing, the Secured Party may, 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 any Grantor or any other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), upon the occurrence and during the continuance of an Event of Default forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith date and otherwise fill in the blanks on any assignments separate from certificates or stock power or otherwise sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more portions at one or more public or private sales or dispositions, at any exchange or broker’s board or at any of the Secured Party’s offices or elsewhere upon such terms and conditions as the Secured Party may deem advisable and at such prices as it may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery without assumption of any credit risk, with the right of the Secured Party (or the designee of the Secured Party) upon any such sale, public or private, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption of the applicable Grantor, which right or equity is hereby expressly waived or released. Each Grantor agrees that, to the extent notice of sale shall be required by Applicable Law or this Agreement, at least ten (10) days’ prior written notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Notwithstanding any provision in any operating agreement or shareholder agreement of any issuer of the Collateral or any other Applicable Law to the contrary, the undersigned, constituting a member and/or shareholder of each issuer hereby acknowledges that such member and/or shareholder, as applicable, may pledge to the Secured Party all of such member’s and/or shareholder’s right, title and interest in such issuer, and upon foreclosure the successful bidder (which may include the Secured Party or any Holder) will be deemed admitted as a member and/or shareholder, as applicable, of such issuer, and will automatically succeed to all of such pledged right, title and interest, including without limitation such members’ and/or shareholder’s limited liability company and equity interests, right to vote and participate in the management and business affairs of the issuer, right to a share of the profits and losses of the issuer and right to receive distributions from the issuer. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingcontinuing subject to Permitted Liens: (a) each Loan Party Debtor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Debtor; (b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to: (i) upon one (1) Trading Day’s prior written notice to each Debtor, exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Collateral Agent or any Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent or its Representative in its discretion may, in its the name of the Collateral Agent or in the name of any Loan Party a Debtor or otherwise, demand, xxx sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Collateral Agent or a Secured Party; (f) the Collateral Agent may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties of the time Collateral Agent in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; (g) the Collateral Agent, shall, upon one (1) Trading Day’s prior written notice to each Debtor, have the right (in its sole and absolute discretion) to cause each of the pledged securities to be transferred of record into the name of the Collateral Agent or into the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Debtor, endorsed or assigned in blank or in favor of the Collateral Agent and to the extent permitted by the documentation governing such pledged securities and applicable law, the Collateral Agent shall have the right to exchange the certificates representing pledged securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Debtor shall will take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section 4.5(g); (h) all rights of any Debtor to dividends, interest, principal or other distributions that such Debtor is entitled to receive shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions as part of the pledged Collateral hereunder. All dividends, interest, principal or other distributions received by any Debtor contrary to the provisions of Section 4.5(g) or this Section 4.5(h) shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent); and (i) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Collateral Agent or any Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Collateral Agent may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Collateral Agent will be exclusive of or dependent on any other. The Collateral Agent may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing, subject to the rights of holders of Permitted Liens and subject to the rights of GPB under the Subordination and Intercreditor Agreement by and among GPB, the Company and the Secured Party: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; (g) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time; and (h) each Debtor, Secured Party and each Debtor’s bank shall enter into a deposit account control agreement in form and substance satisfactory to Secured Party that is sufficient to give Secured Party “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account and which directs such bank to transfer such funds so deposited on a daily basis, or at other times acceptable to Secured Party, to Secured Party, either to any account maintained by Secured Party at said bank or by wire transfer to appropriate account(s) at Secured Party. All funds deposited in such Deposit Accounts shall immediately become subject to the security interest of Secured Party for its own benefit, and Secured Party shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Secured Party shall apply all funds received by it from the Deposit Accounts to the satisfaction of the Obligations. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments Section 4.8 hereof. It being agreed and acknowledged that Secured Party shall not have any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations rights and shall be applied as provided in accordance not take any action that will impair GPB’s first priority lien and its rights under the agreements it has entered into with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained Company as described in the Securities Act of 1933, as amended, Subordination and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soIntercreditor Agreement.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral (other than in respect of the Permitted Distributions as provided herein) as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right); (db) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (c) upon notice thereof to each LLC Issuer and the Company by the Administrative Agent, (i) the Administrative Agent may transfer the Pledged LLC Interests into the name of the Administrative Agent and (ii) the Administrative Agent shall be admitted as a member of each LLC Issuer in the place of the Company; and (ed) the Collateral Administrative Agent may, upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private salesale (including by credit bidding), without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.9 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five reasonable prior notice (5) provided that at least 10 Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights rights, claims and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent Secured Party or its Representative in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx for, collect or receive any money or property Property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party, or its Representative, may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies of an assignee which may be available to the Secured Party; and (f) the Secured Party may, upon five ten (510) Business Days’ prior written notice to the Loan Parties Debtors of the time and place (or, if such sale which notice the Debtors hereby agree is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Partiesany Debtor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral (other than in respect of the Permitted Distributions as provided herein) as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party the Parent agrees to take all such action as may be appropriate to give effect to such right); (db) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Parent or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (c) upon notice thereof to each LLC Issuer and the Parent by the Administrative Agent, (i) the Administrative Agent may transfer the Pledged LLC Interests into the name of the Administrative Agent and (ii) the Administrative Agent shall be admitted as a member of each LLC Issuer in the place of the Parent; and (ed) the Collateral Administrative Agent may, upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Parent of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private salesale (including by credit bidding), without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesParent, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.9 hereof. The Loan Parties recognize Parent recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Parent acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to the Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to the Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any period during in which an Event of Default shall have has occurred and be is continuing: (ai) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Lender were the sole and absolute owner thereof (and each Loan Party Xxxxxxx agrees to take all such action as may be appropriate to give effect to such right); (dii) the Collateral Agent Lender in its discretion may, in its name or in the name of any Loan Party Pledgor or otherwise, demand, xxx sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (eiii) Lender may, at its option, apply all or any part of the Collateral Agent in accordance with Section 7(f) hereof; (iv) Lender may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lender or any of their respective its agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Lender deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice or right and right or equity being hereby expressly waived and released. Unless prohibited by applicable law, to the fullest extent permitted by law. The Collateral Agent Lender 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned; (v) Lender may exercise all membership or stockholder rights, powers and privileges to the same extent as Pledgor is entitled to exercise such rights, powers and privileges; (vi) Lender may, in connection with a sale of all or any of the Pledged Interests, without any further action of any party, cause any purchaser or transferee of all or any part of any Pledged Interests to be admitted as a new member or owner of the Pledged Entities to the extent of such Pledged Interests, and cause Pledgor to withdraw as a member or owner of the Pledged Entities to the extent such Pledged Interests are sold or transferred, and complete by inserting the Effective Date (as defined therein) and the name of the assignee thereunder and deliver to such assignee the Assignment of Interest executed and delivered by Xxxxxxx and, if appropriate, cause one or more amended or restated certificates of limited partnership, certificates of limited liability company or articles of incorporation to be filed with respect to the Pledged Entities; (vii) Lender may exercise any and all rights and remedies of Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Charter Documents; and (viii) all payments received, directly or indirectly, by Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement). The proceeds of each any collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and 7(d) shall be applied as provided in accordance with the Default Priority of Paymentsby Lender pursuant to Section 7(f) hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to Lender than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, Pledgor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that Lender shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During If any period during which an Event of Default shall have occurred and be continuing: (a) each Loan The Secured Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral; (cb) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan The Secured Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, xxx forsue xxx, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and; (ec) the Collateral Agent The Secured Party in its discretion may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Secured Party or any other Secured Party person or anyone else entity may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (d) The Secured Party shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Code (whether or not the Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Secured Party were the sole and absolute owner of the Collateral (and the Company agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 4.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.4.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party the Borrower shall, at the request of the Collateral AgentLender, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Lender and the Borrower, designated in its request;; Security and Assignment Agreement (b) the Collateral Agent Lender may make (or direct the Servicer to make) any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Lender were the sole and absolute owner thereof (and each Loan Party the Borrower agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent Lender in its discretion may, in its name or in the name of any Loan Party the Borrower or otherwise, demand, xxx forsue xxx, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent Lender may, upon five (5) ten Business Days’ ' prior written notice to the Loan Parties Borrower of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lender or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Lender deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesBorrower, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Lender 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. Security and Assignment Agreement The proceeds of each collection, sale or other Disposition disposition under Section 5.04 or this Section 8.01 5.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 5.08.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in its request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Obligors or otherwise, demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five (5) Business Daysten days’ prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, any of the other Secured Parties or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Obligors shall supply to the fullest extent permitted by lawCollateral Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds Proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into 5.05, including by virtue of the Custodial Account and applied in accordance with exercise of the Default Priority of Payments and any amounts obtained by license granted to the Collateral Agent on account ofin Section 5.04(b), or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Paymentsmanner specified in Section 5.09. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Equity Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have has occurred and be continuing: (a) each Loan Party shall, at the request Buyer shall have all of the rights and remedies with respect to the Pledged Collateral Agentof a secured party under the UCC and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted (including, assemble without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral owned by it at as if the Buyer were the sole and absolute owner thereof (and NCMC agrees to take all such place or places, action as the Collateral Agent shall reasonably requestmay be appropriate to give effect to such right)); (b) the Collateral Agent Buyer may make any reasonable compromise or settlement deemed desirable with respect to any of the Pledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Pledged Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion Buyer may, in its name or in the name of any Loan Party NCMC or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of of, or in exchange for for, any of the Pledged Collateral, but shall be under no obligation to do so; and (ed) the Collateral Agent Buyer may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Pledged Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Buyer or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Agent Buyer deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesNCMC, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Buyer 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize NCMC recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amendedamended (the "Securities Act"), and applicable state securities laws, the Collateral Agent Buyer may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral which constitutes a "security" under the Securities Act, to limit purchasers to those who will agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party NCMC acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the Buyer than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Buyer shall be under not have any obligation to engage in public sales and no obligation to delay a the sale of any item of such Pledged Collateral for the period of time necessary to permit the respective issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party a. the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Company, designated in its request; (b) b. the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) c. the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right); (d) d. the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) e. the Collateral Agent may, upon five (5) 10 Business Days’ , prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Agent in Section 4.04(b)(1) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default or a Trigger Event shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five reasonable prior written notice (5provided that at least ten (10) Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 8.03 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any period during which If an Event of Default shall have occurred and be continuing: (a) each Loan Party the Company shall, at the request of the Collateral AgentAgent (acting at the direction of the Required Secured Parties), assemble the Collateral owned by it at such place or places, as reasonably convenient to the Collateral Secured Parties, the Agent shall reasonably and the Company, designated in the Agent’s request; (b) the Collateral Agent (at the direction of the Required Secured Parties) may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Agent, on behalf of the Secured Parties, were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion (at the direction of the Required Secured Parties) may, in its name or in the name of any Loan Party the Company or otherwise, demand, xxx sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent (at the direction of the Required Secured Parties) may, upon five (5) Business Daysten days’ prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent (at the direction of the Required Secured Parties) deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and any Secured Parties, the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designees, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent (at the direction of the Required Secured Parties) 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds Proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained 5.05, including by the Collateral Agent on account of, or as a result virtue of the exercise by, of the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise license granted to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment benefit of the Secured Obligations and Parties in Section 5.04(b), shall be applied as provided in accordance with the Default Priority of Paymentsmanner specified in Section 5.09. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party a. the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Company, designated in its request; (b) b. the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the CollateralCollateral with the consent of the Company, which shall not be unreasonably withheld; (c) c. the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right); (d) d. the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) e. the Collateral Agent may, upon five (5) 30 Business Days’ , prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or otherd isposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawAgent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. . f. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Agent in Section 4.04(a)(i) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. Section 4.09 hereof. g. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have has occurred and be continuing: (a) each Loan Party shall, at the request Buyer shall have all of the rights and remedies with respect to the Pledged Collateral Agentof a secured party under the UCC and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted (including, assemble without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral owned by it at as if the Buyer were the sole and absolute owner thereof (and NCMC agrees to take all such place or places, action as the Collateral Agent shall reasonably requestmay be appropriate to give effect to such right)); (b) the Collateral Agent Buyer may make any reasonable compromise or settlement deemed desirable with respect to any of the Pledged Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Pledged Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion Buyer may, in its name or in the name of any Loan Party NCMC or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of of, or in exchange for for, any of the Pledged Collateral, but shall be under no obligation to do so; and (ed) the Collateral Agent Buyer may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Pledged Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Buyer or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Pledged Collateral, at such place or places as the Collateral Agent Buyer deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesNCMC, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Buyer 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize NCMC recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amendedamended (the “Securities Act”), and applicable state securities laws, the Collateral Agent Buyer may be compelled, with respect to any sale of all or any part of the CollateralPledged Collateral which constitutes a “security” under the Securities Act, to limit purchasers to those who will agree, among other things, to acquire the such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party NCMC acknowledges and agrees that any such private sale may result in be at prices and other on terms less favorable to the Buyer than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Buyer shall be under not have any obligation to engage in public sales and no obligation to delay a the sale of any item of such Pledged Collateral for the period of time necessary to permit the respective issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party a. the Company shall, at the request of the Collateral AgentPurchaser, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Purchaser and the Company, designated in its request; (b) b. the Collateral Agent Purchaser may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) c. the Collateral Agent Purchaser shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Purchaser were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right); (d) d. the Collateral Agent Purchaser in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) e. the Collateral Agent Purchaser may, upon five (5) 10 Business Days’ , prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentPurchaser, the other Secured Parties or any of their its respective agentsPurchasers, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Purchaser deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Purchaser or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawPurchaser or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent Purchaser 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Purchaser in Section 4.04(b)(1) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Purchaser may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Purchaser than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Purchaser shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (to the extent permitted by law whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be assertedincluding if the Administrative Agent has notified the Pledgor that it intends to exercise such right, including the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party the Pledgor agrees to take all such action as may be appropriate to give effect to such right); (db) upon and during the Collateral continuance of an Event of Default, the Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Pledgor or otherwise, demand, xxx sue for, collect or receive any money or property at any time payable xayable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (ec) the Collateral Administrative Agent may, upon five (5) not less than ten Business Days’ ' prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Pledgor agrees that such ten Business Days' notice constitutes "reasonable notification" within the meaning of Section 9-504 of the UCC. The Administrative 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.04 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.08 hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other terms less favorable lower than if such sale were at a public sale andwithout such restrictions, and notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During Subject to the provisions of Section 10.05 hereof, if any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral AgentAgent in its sole discretion may require the Borrower to, and the Borrower shall, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Borrower, designated in the Collateral Agent’s request; (b) the Collateral Agent in its sole discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, of all or any part of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its sole discretion may, in its name or in the name of any Loan Party the Borrower or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and; (ed) the Collateral Agent in its sole discretion may, upon five ten (510) Business Days’ prior written notice to the Loan Parties Borrower of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the Agent or any other Secured Parties Party or any of their respective agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places and at such time or times as the Collateral Agent deems best, and for Cash or for cash, on credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition of or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else any other Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesBorrower, any such demand, notice and right or equity being hereby expressly waived and released, released to the fullest extent permitted by lawapplicable Government Rule. The Collateral Agent shall not be obligated to make any sale pursuant to any such notice. The Collateral Agent may, in its sole discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention to the extent necessary to comply with applicable Government Rule. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds In case of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the CollateralCollateral on credit or for future delivery, to limit purchasers to those who will agree, among other things, to acquire the Collateral so sold may be retained by the Collateral Agent until the full selling price is paid by the purchaser thereof, but neither the Collateral Agent nor any other Secured Party shall incur any liability in case of the failure of such purchaser to take up and pay for their own accountthe Collateral so sold, for investment and not with a view and, in case of any such failure, such Collateral may again be sold pursuant to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale provisions hereof; and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The (e) the Collateral Agent shall be under no obligation have, and in its sole discretion may exercise, all of the rights, remedies, powers and privileges with respect to delay the Collateral of a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale secured party under the Securities Act Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of 1933this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by applicable Government Rule, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as amendedif the Collateral Agent were the sole and absolute owner of the Collateral (and the Borrower agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, or and other realization upon, the Collateral by virtue of the exercise of remedies under applicable state securities laws, even if such issuer would agree to do sothis Section 6.01 shall be applied in accordance with Section 6.04.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the reasonable request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or places, as places designated by the Collateral Agent shall reasonably requestSecured Party or its Representative; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral; (d) the Collateral Agent Secured Party or its Representative in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; and (f) the Secured Party may, upon five (5) Business Days’ prior written reasonable notice to the Loan Parties Debtors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default or a Trigger Event shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five reasonable prior notice (5provided that at least ten (10) Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 8.03 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any period during in which an Event of Default shall have has occurred and be is continuing: (ai) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Lender were the sole and absolute owner thereof (and each Loan Party Pledgor agrees to take all such action as may be appropriate to give effect to such right); (dii) the Collateral Agent Lender in its discretion may, in its name or in the name of any Loan Party Pledgor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (eiii) Lender may, at its option, apply all or any part of the Collateral Agent in accordance with Section 7(f) hereof; (iv) Lender may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Lender or any of their respective its agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Lender deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Lender or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice or right and right or equity being hereby expressly waived and released. Unless prohibited by applicable law, to the fullest extent permitted by law. The Collateral Agent Lender 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned; (v) Lender may exercise all membership or stockholder rights, powers and privileges to the same extent as Pledgor is entitled to exercise such rights, powers and privileges; (vi) Lender may, in connection with a sale of all or any of the Pledged Interests, without any further action of any party, cause any purchaser or transferee of all or any part of any Pledged Interests to be admitted as a new member or owner of the Pledged Entities to the extent of such Pledged Interests, and cause Pledgor to withdraw as a member or owner of the Pledged Entities to the extent such Pledged Interests are sold or transferred, and complete by inserting the Effective Date (as defined therein) and the name of the assignee thereunder and deliver to such assignee the Assignment of Interest executed and delivered by Pledgor and, if appropriate, cause one or more amended or restated certificates of limited partnership, certificates of limited liability company or articles of incorporation to be filed with respect to the Pledged Entities; (vii) Lender may exercise any and all rights and remedies of Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Charter Documents; and (viii) all payments received, directly or indirectly, by Pledgor under or in connection with the Charter Documents or otherwise in respect of the Collateral shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement). The proceeds of each any collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and 7(d) shall be applied as provided in accordance with the Default Priority of Paymentsby Lender pursuant to Section 7(f) hereof. The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to Lender than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, Pledgor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that Lender shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingoccurred: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Each Grantor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Grantor; (b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether UCC(whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Grantor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent or its Representative in its their discretion may, in its the name of the Collateral Agent or in the name of any Loan Party Grantor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (e) the Collateral Agent, or its Representative, may take immediate possession and occupancy of any premises owned, used or leased by any Grantor and exercise all other rights and remedies of an assignee which may be available to the Collateral Agent; and (ef) the Collateral Agent may, upon five ten (510) Business Days’ prior written notice to the Loan Parties Grantors of the time and place (or, if such sale which notice each Grantor hereby agrees is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without any Secured Creditor thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesGrantors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with Section 4.7 hereof. If such proceeds are insufficient to cover the Default Priority costs and expenses of Payments such realization and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment payment in full of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities lawsObligations, the Collateral Agent may be compelled, with respect to Grantors shall remain liable for any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sodeficiency.

Events of Default, Etc. During If any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party The Trustee in its discretion may require the Company to, and the Company shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Trustee and the Company, designated in the Trustee's request; (b) the Collateral Agent Trustee in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent Trustee in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, xxx forsue xxx, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and; (ed) the Collateral Agent Trustee in its discretion may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Trustee or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Trustee deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Trustee or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, license or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawTrustee or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent Trustee 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (e) the Trustee shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Trustee were the sole and absolute owner of the Collateral (and the Company agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 5.01 and of the exercise of the license granted to the Trustee in Section 2.02 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 5.04.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuingcontinuing subject to Permitted Liens: (a) each Loan Party Debtor shall, at the request of the Collateral AgentAgent or its Representative, assemble the Collateral owned by and make it at such place or places, as available to the Collateral Agent shall or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably requestconvenient to the Collateral Agent or its Representative, as applicable, and such Debtor; (b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to: (i) upon one Trading Day’s prior written notice to each Debtor, exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of the Collateral Agent or any Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent or its Representative in its discretion may, in its the name of the Collateral Agent or in the name of any Loan Party a Debtor or otherwise, demand, xxx sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Collateral Agent or a Secured Party; (f) the Collateral Agent may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to be determined by the Loan Parties of the time Collateral Agent in its sole and place (orabsolute discretion, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositionwhich shall not be less than 10 days), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; (g) the Collateral Agent, shall, upon one Trading Day’s prior written notice to each Debtor, have the right (in its sole and absolute discretion) to cause each of the pledged securities to be transferred of record into the name of the Collateral Agent or into the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Debtor, endorsed or assigned in blank or in favor of the Collateral Agent and to the extent permitted by the documentation governing such pledged securities and applicable law, the Collateral Agent shall have the right to exchange the certificates representing pledged securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Debtor shall take any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section 4.5(g); (h) all rights of any Debtor to dividends, interest, principal or other distributions that such Debtor is entitled to receive shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions as part of the pledged Collateral hereunder. All dividends, interest, principal or other distributions received by any Debtor contrary to the provisions of Section 4.5(g) or this Section 4.5(h) shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent); and (i) the rights, remedies and powers conferred by this Section 4.5 are in addition to, and not in substitution for, any other rights, remedies or powers that the Collateral Agent or any Secured Party may have under any Transaction Document, at law, in equity or by or under the UCC or any other statute or agreement. The Collateral Agent may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Collateral Agent will be exclusive of or dependent on any other. The Collateral Agent may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor (subject to the terms of any lease relating thereto) and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties be determined by Secured Party in its sole and absolute discretion) to Debtors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any transaction document, at law, in equity or by or under the Uniform Commercial Code or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five reasonable prior notice (5) provided that at least ten Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During promptly upon any period during which an Event Responsible Officer of Default shall have occurred and be continuingthe Borrower obtaining knowledge: (a) each Loan Party shallof any condition or event that constitutes an Event of Default or Potential Event of Default, at or becoming aware that any Lender has given any notice (other than to the request Administrative Agent) or taken any other action with respect to a claimed Event of the Collateral Agent, assemble the Collateral owned by it at such place Default or places, as the Collateral Agent shall reasonably request;Potential Event of Default, (b) of (x) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any receipt by a member of the Collateral and may extend the time Borrower Group of payment, arrange for payment in installmentswritten notice that a default has occurred under any Colocation Lease or any other Material Contract, or otherwise modify (y) the existence of a default under one or more Colocation Leases and/or other Material Contracts which, taken individually or together, could have a Material Adverse Effect, in any manner the terms ofeach case, any within five Business Days of the Collateral;event or circumstance referred to in clause (x) or (y), as applicable, (c) the Collateral Agent shall have all that any Person has given any notice to any member of the rights and remedies Borrower Group or taken any other action with respect to a claimed default or event or condition of the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is type referred to in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right);Section 7.11, (d) the Collateral Agent in its discretion may, in its name or any change in the name certifying accountant of the Borrower Group (to the extent that such change would be required to be disclosed by Form 8-K if the Borrower was required to file Form 8-K with the Securities and Exchange Commission) or of any Loan Party or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any director of the CollateralBorrower resigning or declining to stand for re-election because of a disagreement with a member of the Borrower Group on any matter relating to the operations, but shall policies or practices of any member of the Borrower Group (to the extent that such change would be under no obligation required to do so; andbe disclosed by Form 8-K if the Borrower was required to file Form 8-K with the Securities and Exchange Commission), or (e) the Collateral Agent may, upon five (5) Business Days’ prior written notice to the Loan Parties of the time occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an Officer’s Certificate specifying the nature and place (orperiod of existence of such condition, if event or change, or specifying the notice given or action taken by any such sale Person and the nature of such claimed Event of Default, Potential Event of Default, default, event or condition, and what action the Borrower has taken, is taking and proposes to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.thereto;

Events of Default, Etc. During If any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent The Trustee in its discretion may, in its name or in the name of any Loan Party the Obligor or otherwise, demand, xxx forsue xxx, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and; (eb) the Collateral Agent Trustee in its discretion may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Obligor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentTrustee, the other Secured Parties Noteholders or any of their respective agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Trustee deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Trustee or any Noteholder or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Trustee 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (c) the Trustee shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Trustee were the sole and absolute owner of the Collateral (and the Obligor agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 5.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 5.04.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five reasonable prior notice (5) provided that at least ten Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of ---------------------- Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party, assemble the Collateral owned by it at such place or places, places as may be reasonably designated by the Collateral Agent shall reasonably requestSecured Party; (b) the Collateral Agent Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent Secured Party in its discretion may, in its the name of the Secured Party or in the name of any Loan Party Debtor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party in its discretion may take immediate possession and occupancy of any premises owned, used or leased by Debtor and exercise all other rights and remedies of an assignee which may be available to the Secured Party; (f) the Secured Party may, without demand or notice of any kind, appropriate and apply toward the payment of such of the Obligations, whether matured or unmatured, including costs of collection and attorneys' and paralegals' fees, and in such order of application as the Secured Party may, from time to time, elect, any Indebtedness of the Secured Party to the Debtor, however created or arising, including, but not limited to, balances, credits, deposits, accounts or moneys of the Debtor in the possession, control or custody of, or in transit to the Secured Party, and the Debtor hereby waives the benefit of any law that would otherwise restrict or limit the Secured Party in the exercise of its right, which is hereby acknowledged, to appropriate at any time hereafter any such Indebtedness owing from the Secured Party to the Debtor; and (g) the Secured Party may, upon five ten (510) Business Days’ ' prior written notice to the Loan Parties Debtor of the time and place (or, if such sale which notice Debtor hereby agrees is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agentsParty, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems bestsuitable, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.8 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral (other than in respect of the Permitted Distributions as provided herein) as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party Pledgor agrees to take all such action as may be appropriate to give effect to such right); (db) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Pledgors or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (c) upon notice thereof to each LLC Issuer and the Company by the Administrative Agent, (i) the Administrative Agent may transfer the Pledged LLC Interests into the name of the Administrative Agent and (ii) the Administrative Agent shall be admitted as a member of each LLC Issuer in the place of the Pledgors; and (ed) the Collateral Administrative Agent may, may upon five (5) Business Days’ ten business days prior written notice to the Loan Parties Pledgors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private salesale (including by credit bidding), without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.5 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.9 hereof. The Loan Parties Pledgors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Pledgors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During Without limiting the rights, powers and privileges of the Collateral Agent under Article II, if any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party The Collateral Agent in its discretion may require Obligor to, and Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and Obligor, designated in the Collateral Agent's request; (b) the The Collateral Agent in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the The Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and; (ed) the The Collateral Agent in its discretion may, upon five ten (510) Business Days’ ' prior written notice to the Loan Parties Obligor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligor, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. ; (e) The proceeds Collateral Agent shall have, and in its discretion may exercise, all of each collectionthe rights, sale remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any PLEDGE AND SECURITY AGREEMENT (XXXXX) rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other Disposition under this Section 8.01 shall be deposited into powers of ownership pertaining to the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by Collateral as if the Collateral Agent on account of, or as a result were the sole and absolute owner of the exercise byCollateral (and Obligor agrees to take all such action as may be appropriate to give effect to such right); (f) The Collateral Agent in its discretion may, to the full extent provided by law, have a court having jurisdiction appoint a receiver, which receiver shall take charge and possession of and protect, preserve, replace and repair the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of thereof, and manage and operate the Collateralsame, to limit purchasers to those who will agreeand receive and collect all rents, among other thingsincome, to acquire the Collateral for their own accountreceipts, for investment royalties, revenues, issues and not with a view to the distribution or resale thereofprofits therefrom. Each Loan Party acknowledges Obligor irrevocably consents and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made hereby irrevocably consented to the appointment thereof, and upon such appointment, Obligor shall immediately deliver possession of such Collateral to the receiver. Obligor also irrevocably consents to the entry of an order authorizing such receiver to invest upon interest any funds held or received by the receiver in a commercially reasonable mannerconnection with such receivership. The Collateral Agent shall be under no obligation entitled to delay such appointment as a matter of right, if it shall so elect, without the giving of notice to any other party and without regard to the adequacy of the security of the Collateral; and (g) The Collateral Agent in its discretion may enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Collateral Agent from pursuing any other or further remedy which it may have hereunder or by law, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release Obligor until full and final payment of any item deficiency has been made. Obligor shall reimburse the Collateral Agent upon demand for, or the Collateral Agent may apply any proceeds of Collateral for to, the period costs and expenses (including reasonable attorneys' fees, transfer taxes and any other charges) incurred by the Collateral Agent in connection with any sale, disposition, repair, replacement, alteration, addition, improvement or retention of time necessary to permit any Collateral hereunder. The proceeds of, and other realization upon, the issuer thereof to register such securities for public sale Collateral by virtue of the exercise of remedies under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sothis Section 5.01 shall be applied in accordance with Section 5.04.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Tranche B Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent and such Obligor, as are designated in its request, and, subject to any applicable Waiver and Access Rights Agreement, shall reasonably requestpermit the Collateral Agent or any of its representatives to use any of its lifts, hoists, trucks and other facilities or equipment (whether owned or leased) for handling or removing the Tranche B Collateral; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Tranche B Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Tranche B Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Tranche B Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Tranche B Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Obligors or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Tranche B Collateral, but shall be under no obligation to do so; (e) subject to any applicable Waiver and Access Rights Agreement, the Collateral Agent shall have a right of ingress and egress to the locations where the Tranche B Collateral is located, and may proceed over and through any Obligor’s owned or leased properties; and (ef) the Collateral Agent may, upon five (5) Business Days10 days’ prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Tranche B Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Tranche B Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Tranche B Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted released (except as otherwise required by applicable law). The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and 5.04 shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result manner specified in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 5.08.

Events of Default, Etc. During If any period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral AgentAgent in its discretion may require the Obligor to, and the Obligor shall, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and the Obligor, designated in the Collateral Agent's request; (b) the Collateral Agent in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and; (ed) the Collateral Agent in its discretion may, upon five (5) Business Days’ business days' prior written notice to the Loan Parties Obligor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, license or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Obligor shall supply to the fullest extent permitted by lawCollateral Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (e) the Collateral Agent shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner of the Collateral (and the Obligor agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 6.01 and of the exercise of the license granted to the Collateral Agent in Section 2.02 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 6.04.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party a. the Company shall, at the request of the Collateral AgentPurchasers, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Purchasers and the Company, designated in its request; (b) b. the Collateral Agent Purchasers may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the CollateralCollateral with the consent of the Company, which shall not be unreasonably withheld; (c) c. the Collateral Agent Purchasers shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Purchasers were the sole and absolute owner owners thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right); (d) d. the Collateral Agent Purchasers in its their discretion may, in its their name or in the name of any Loan Party the Company or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) e. the Collateral Agent Purchasers may, upon five (5) 30 Business Days’ , prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentPurchasers, the other Secured Parties or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems Purchasers deem best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Purchasers or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawPurchasers or their designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent Purchasers 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. . f. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Agent in Section 4.04(a)(i) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. Section 4.09 hereof. g. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Purchasers may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Purchasers than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Purchasers shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may (with the consent of the Lender) make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may with the consent of the Lender) extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code said UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Obligations secured by such Collateral. Effective following the occurrence and during the continuance of an Event of Default, each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent in Secured Party or its discretion mayRepresentative shall have the right, at the direction of the Lender, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, to demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent maySecured Party or its Representative shall have the right, at the direction of the Lender, to take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party shall have the right, at the direction of the Lender, upon five reasonable notice (5) Business Days’ prior written such reasonable notice to the Loan Parties of the time be determined by Secured Party in its sole and place absolute discretion, which shall not be less than ten (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition10) days), with respect to the Collateral or any part thereof which (whether or not the same shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentSecured Party or its Representative), the other Secured Parties or any of their respective agentsto sell, selllease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party (at the direction of the Lender) deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or Lender or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party may, and at the direction of the Lender shall, 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; (g) the Secured Party may, and at the direction of the Lender shall, proceed to perform any and all of the obligations of any Debtor contained in any Contract and exercise any and all rights of a Debtor therein contained as such Debtor itself could; (h) the Secured Party shall have the right to use any Debtor’s rights under any Intellectual Property Licenses in connection with the enforcement of the Secured Party’s rights hereunder; and (i) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Loan Document, at law, in equity or by or under the UCC or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (cb) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Vector agrees to take all such action as may be appropriate to give effect to such right); (dc) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Vector or otherwise, demand, xxx forsue xxx, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (ed) the Collateral Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Vector of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Agent or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesVector, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition under this Section 8.01 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do so.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing, unremedied and unwaived: (a) each Loan Credit Party shall, at the request of the Collateral AgentTrustee, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Trustee and such Credit Party, designated in the Trustee's request; (b) the Collateral Agent Trustee may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Trustee shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder or under any of the other Security Documents may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Trustee were the sole and absolute owner thereof (and each Loan Credit Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion Trustee may, in its name or in the name of any Loan Credit Party or otherwise, demand, xxx sue for, collect or receive any money or property at any time payable payxxxe or Global Security Agreement receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent Trustee may, upon five (5) ten Business Days’ ' prior written notice to the Loan Credit Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentTrustee, the other Secured Parties or any of their respective its agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Trustee deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Trustee or any other Secured Party Holder or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Credit Parties, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Trustee 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Credit Parties shall supply to the Trustee or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Credit Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Trustee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Credit Parties acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Trustee than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Trustee shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Credit Parties or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in its request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party the Obligors or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Banks or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Bank or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.04 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.08 hereof. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, reduce the rate of interest or forgive any amount of principal of or otherwise modify in any manner the terms of, any of the Collateral; (cb) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (dc) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Obligors or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (ed) the Collateral Administrative Agent may, upon five (5) ten Business Days’ prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part portion of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kindkind (other than as permitted under the Credit Agreement), including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Administrative 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09 hereof. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party a. the Company shall, at the request of the Collateral AgentPurchaser Representative, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Purchaser Representative and the Company, designated in its request; (b) b. the Collateral Agent Purchaser Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) c. the Collateral Agent Purchaser Representative shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Purchaser Representative were the sole and absolute owner thereof (and each Loan Party the Company agrees to take all such action as may be appropriate to give effect to such right); (d) d. the Collateral Agent Purchaser Representative in its discretion may, in its name or in the name of any Loan Party the Company or otherwise, demand, xxx sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) e. the Collateral Agent Purchaser Representative may, upon five (5) 10 Business Days’ , prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentPurchaser Representative, the other Secured Parties or any of their its respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Purchaser Representative deems best, and for Cash cash or for on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), ) and the Collateral Agent or any other Secured Party Purchaser Representative or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany, any such demand, notice or right and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill of the Business connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Company shall supply to the fullest extent permitted by lawPurchaser Representative or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent Purchaser Representative 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.05, including by virtue of the exercise of the license granted to the Purchaser Representative in Section 4.04(b)(1) hereof, shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.09 hereof. The Loan Parties recognize Company recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent Purchaser Representative may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Company acknowledges and agrees that any such private sale sales to an unrelated third party in an arm’s length transaction may result in be at prices and other on terms less favorable to the Purchaser Representative than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Purchaser Representative shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event ---------------------- of Default shall have occurred and be continuing: (a) each Loan Party shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Pledgees shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) ), and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Pledgees were the sole and absolute owner thereof (and each Loan Party the Pledgor agrees to take all such action as may be appropriate to give effect to such right); (db) the Collateral Agent Pledgees in its their discretion may, in its their name or in the name of any Loan Party the Pledgor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, and may discharge, cancel or grant any acquittance with respect to any of the Collateral (whether or not any amounts thereof shall have been paid or the Pledgees or the Pledgor shall have received any, or adequate, consideration therefor), but shall be under no obligation to do so; and; (ec) the Collateral Agent Pledgees may, upon if an Event of Default is not cured within five (5) days after notice to the Pledgor, upon 10 Business Days’ ' prior written notice to the Loan Parties Pledgor of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Pledgees or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems Pledgees deem best, and for Cash cash or for credit on credit, or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party Pledgees or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) ), and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesPledgor, any such demand, notice or right and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Pledgees 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 the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. ; and (d) The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.4 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 4.7 hereof. ------- ------- The Loan Parties recognize Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable state securities laws, the Collateral Agent Pledgees may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party The Pledgor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Pledgees than if such sale were those obtainable through a public sale with such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent manner and that the Pledgees shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Administrative Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Administrative Agent shall reasonably and such Obligor, designated in its request; (b) the Collateral Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Obligors or otherwise, demand, xxx forsue xxx, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Administrative Agent may, upon five (5) ten Business Days’ ' prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other holders of Secured Parties Obligations or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other holder of Secured Party Obligations or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Obligors shall supply to the fullest extent permitted by lawAdministrative Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Administrative 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05, including by virtue of the exercise of the license granted to the Administrative Agent in Section 5.04(b), shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Securing Party shall, at the request of the Collateral Administrative Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Administrative Agent shall reasonably and such Securing Party, designated in its request; (b) the Collateral Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Securing Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Securing Parties or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Administrative Agent may, upon five (5) Business Days’ ten business days' prior written notice to the Loan Securing Parties of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the other Secured Parties Lenders or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan Securing Parties, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to the fullest extent permitted by lawsuch disposition shall be included. The Collateral Administrative 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 5.05, including by virtue of the exercise of the license granted to the Administrative Agent in Section 5.04(b), shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 5.09. The Loan Securing Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Securing Parties acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the respective Issuer or issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party Debtor shall, at the request of the Collateral AgentSecured Party or its Representative, assemble the Collateral owned by and make it available to Secured Party or its Representative at such a place or placesplaces designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as the Collateral Agent shall reasonably requestapplicable, and such Debtor; (b) the Collateral Agent Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent Secured Party were the sole and absolute owner thereof (and each Loan Party Debtor agrees to take all such action as may be appropriate to give effect to such right)) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral or business of a Debtor, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral. Each Debtor hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement. Each Debtor hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver; (d) the Collateral Agent Secured Party or its Representative in its their discretion may, in its the name of the Secured Party or in the name of any Loan Party a Debtor or otherwise, demand, xxx sue for, collect or receive any money or property at any time tixx payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and; (e) the Collateral Agent Secured Party or its Representative may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies which may be available to the Secured Party; (f) the Secured Party may, upon five ten (510) Business Days’ ' prior written notice to the Loan Parties Debtors of the time and place (or, if such sale which notice Debtors hereby agree is to take place on an established exchange or other recognized market, prior to the time of such sale or other Dispositioncommercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties Party or any of their respective agentsits Representative, sell, lease, license, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Secured Party deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesDebtors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral Agent Secured Party 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; (g) the rights, remedies and powers conferred by this Section 4.6 are in addition to, and not in substitution for, any other rights, remedies or powers that the Secured Party may have under any Transaction Document, at law, in equity or by or under the Uniform Commercial Code or any other statute or agreement. The Secured Party may proceed by way of any action, suit or other proceeding at law or in equity and no right, remedy or power of the Secured Party will be exclusive of or dependent on any other. The Secured Party may exercise any of its rights, remedies or powers separately or in combination and at any time. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4.6 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 4.9 hereof.

Events of Default, Etc. During any the period during which an Event of Default or a Trigger Event shall have occurred and be continuing: (a) each Loan Party Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably and such Obligor, designated in the Collateral Agent’s request; (b) the Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party Obligor agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent in its discretion may, in its name or in the name of any Loan Party Obligor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) the Collateral Agent may, upon five reasonable prior notice (5provided that at least ten (10) Business Days’ prior written notice shall be deemed to be reasonable) to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an the NYSE or any other established exchange or other recognized market, prior to the time of such sale or other Dispositiondisposition), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, the other Secured Parties or any of their respective agents, sell, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems bestappropriate, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Lawlaw, hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released, to the fullest extent permitted by law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 8.03 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsSection 8.06. The Loan Parties Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees The Obligors acknowledge that any such private sale sales may result in be at prices and other on terms less favorable to the Collateral Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees agree that to the extent any such private sale shall be deemed to have been made is conducted by the Collateral Agent in a commercially reasonable manner. The , the Collateral Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the Obligors, or the issuer thereof thereof, to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During any the period during which an Event of Default shall have occurred and be continuing: (a) each Loan Party shall, at : the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as the Collateral Agent shall reasonably request; (b) the Collateral Agent may make any compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, any of the Collateral; (c) the Collateral Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted, to the fullest extent permitted by applicable law) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including including, without limitation, the right, to the fullest maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Administrative Agent were the sole and absolute owner thereof (and each Loan Party Grantor agrees to take all such action as may be appropriate to give effect to such right); (d) ; the Collateral Administrative Agent in its discretion may, in its name or in the name of any Loan Party the Company, each other Grantor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and (e) and the Collateral Administrative Agent may, upon five (5) ten Business Days’ prior written notice to the Loan Parties Company of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral or any part thereof which that shall then be or shall thereafter come into the possession, custody or control of the Collateral Administrative Agent, the any other Secured Parties Party or any of their respective agents, sell, lease, assign or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Administrative Agent deems best, and for Cash cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesCompany or any other Grantor, any such demand, notice and right or equity being hereby expressly waived and releasedreleased to the fullest extent permitted by applicable law. The Administrative Agent may, without notice or publication, to the fullest extent permitted by applicable law. The Collateral 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The proceeds of each collection, sale or other Disposition disposition under this Section 8.01 4(e) shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result Article VIII of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of PaymentsCredit Agreement. The Loan Parties recognize Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party Grantor acknowledges and agrees that any such private sale sales may result in be at prices and other on terms less favorable to the Administrative Agent than if such sale were those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral manner and that the Administrative Agent shall be under have no obligation to engage in public sales and no obligation to delay a the sale of any item of Collateral for the period of time necessary to permit the issuer respective Issuer thereof to register such securities it for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do sosale.

Events of Default, Etc. During Without limitation on the rights, remedies, powers and privileges of the Trustee under Article II, if any period during which an Event of Default shall have occurred and be continuingcontinuing and subject to the Exchange Offer Intercreditor Agreement: (a) the Trustee in its discretion may require each Loan Party Obligor to, and each Obligor shall, at the request of the Collateral Agent, assemble the Collateral owned by it at such place or places, as reasonably convenient to both the Collateral Agent shall reasonably Trustee and such Obligor, designated in the Trustee's request; (b) the Collateral Agent Trustee in its discretion may make any reasonable compromise or settlement deemed it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify in any manner the terms of, all or any part of the Collateral; (c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under all Requirements of Law in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Loan Party agrees to take all such action as may be appropriate to give effect to such right); (d) the Collateral Agent Trustee in its discretion may, in its name or in the name names of any Loan Party the Obligors or otherwise, demand, xxx sue for, collect or receive any money or property at any time payable payabxx or receivable on account of or in exchange for all or any part of the Collateral, but shall be under no obligation to do so; and; (ed) the Collateral Agent Trustee in its discretion may, upon five (5) Business Days’ business days' prior written notice to the Loan Parties Obligors of the time and place (or, if such sale is to take place on an established exchange or other recognized market, prior to the time of such sale or other Disposition)place, with respect to the Collateral all or any part thereof of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral AgentTrustee, the other Secured Parties or any of their respective its agents, sell, assign lease or otherwise Dispose dispose of all or any part of such Collateral, at such place or places as the Collateral Agent Trustee deems best, and for Cash or cash, for credit or for future delivery (without thereby assuming any credit risk), ) and at public or private sale, without demand of performance or notice of intention to effect any such Disposition disposition or of the time or place thereof of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent Trustee or any other Secured Party or anyone else Person may be the purchaser, assignee lessee or recipient of any or all of the Collateral so Disposed disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter, to the fullest extent permitted by Requirements of Law, thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Loan PartiesObligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, license or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Obligors shall supply to the fullest extent permitted by lawTrustee or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Collateral Agent Trustee 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (e) the Trustee shall have, and in its discretion may exercise, all of the rights, remedies, powers and privileges with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Trustee were the sole and absolute owner of the Collateral (and each Obligor agrees to take all such action as may be appropriate to give effect to such right). The proceeds of, and other realization upon, the Collateral by virtue of each collection, sale or other Disposition the exercise of remedies under this Section 8.01 7.01 and of the exercise of the license granted to the Trustee in Section 3.02 shall be deposited into the Custodial Account and applied in accordance with the Default Priority of Payments and any amounts obtained by the Collateral Agent on account of, or as a result of the exercise by, the Collateral Agent of any right of offset or banker’s lien or right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, the Custodial Account shall be held by the Collateral Agent as additional collateral security for the repayment of the Secured Obligations and shall be applied as provided in accordance with the Default Priority of Payments. The Loan Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any item of Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if such issuer would agree to do soSection 7.04.