Common use of Manner of enforcement of Security Clause in Contracts

Manner of enforcement of Security. Agent shall have, in any jurisdiction where enforcement is sought, all of the rights, remedies, powers and privileges conferred on Agent, as secured party, under the Uniform Commercial Code of The Commonwealth of Massachusetts, and, without limiting the generality of the foregoing, Agent shall have the full right and power in respect of the Collateral or any part thereof in Agent's sole and complete discretion to do all and any of the following things: (a) to take possession of the Collateral or any part thereof, wherever the same may be, without legal process and without compliance with any other condition precedent imposed by statute, rule of law or otherwise (all of which Pledgor hereby expressly and irrevocably waives), and to call in, collect, convert into money or otherwise deal with the Collateral or any part thereof with full power to sell (including the power to postpone such sale) the Collateral or any part thereof, either together or in lots, and either by public auction or private contract, and either for a lump sum or for a sum payable by installments or for a sum on account and a mortgage or charge or pledge for the balance, and with full power upon every sale to make any special or other stipulation as to title or evidence thereof or otherwise which Agent shall deem proper, and with full power to buy in or rescind or vary any contract for sale of the Collateral or any part thereof and to resell the same without being responsible for any loss which may be occasioned thereby, and with full power to compromise and effect compositions, and, for the purposes aforesaid or any of them, to execute and do all such assurances and things as Agent may deem appropriate; (b) to settle, adjust, compromise and arrange all accounts, reckonings, controversies, questions, claims and demands whatsoever in relation to all or any part of the Collateral; (c) to cause all or any of the Pledged Shares and all or any other Collateral to be sold, assigned or transferred to Agent or to any other person or persons and to be recorded or registered in the name of Agent or any other person or persons and to exercise or permit the exercise of any powers or rights incident to all or any part of the Collateral in such manner as Agent shall deem appropriate, and, in respect of all or any of the Pledged Shares, to exercise or permit the exercise of all rights and powers conferred by statute or otherwise upon a registered holder or owner of record thereof, including, without limitation, the calling or causing to be called of meetings, and proposing or causing to be proposed of resolutions (whether ordinary or special resolutions), including resolutions for winding up and voting at meetings; (d) to execute and do all such contracts, agreements, deeds, documents and things, and to bring, defend and abandon all such actions, suits and proceedings in relation to all or any part of the Collateral as Agent shall deem expedient; (e) to appoint managers, agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this SECTION 7.03 for such periods as Agent shall deem appropriate and to dismiss the same; and (f) generally, to do all such other acts and things as may be considered incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this SECTION 7.03 and which Agent may or can do lawfully and to use the name of Pledgor for the purposes aforesaid and in any proceedings arising therefrom.

Manner of enforcement of Security. Agent At any time after the security constituted by this Agreement shall have become enforceable, the Pledgee shall have, in any jurisdiction where enforcement is sought, all of the rights, remedies, powers and privileges conferred on Agentthe Pledgee, as secured party, under the Uniform Commercial Code of The Commonwealth the State of MassachusettsNew Jersey, and, without limiting the generality of the foregoing, Agent the Pledgee shall have the full right and power in respect of the Collateral or any part thereof in Agentthe Pledgee's sole and complete discretion to do all and any of the following things: (a) to cause all or any of the Initial Pledged Securities comprised of Shares to be reacquired by the Pledgee and thereafter canceled, and the value thereof (as determined pursuant to Section 5.5) applied to the original principal amount of the Note; (b) to take possession of the Collateral or any part thereof, wherever the same may be, without legal process and without compliance with any other condition precedent imposed by statute, rule of law or otherwise (all of which the Pledgor hereby expressly and irrevocably waives), and to call in, collect, convert into money or otherwise deal with the Collateral or any part thereof with full power to sell (including the power to postpone such sale) the Collateral or any part thereof, either together or in lots, and either by public auction or private contract, and either for a lump sum or for a sum payable by installments or for a sum on account and a mortgage or charge or pledge for the balance, and with full power upon every sale to make any special or other stipulation as to title or evidence thereof or otherwise which Agent the Pledgee shall deem proper, and with full power to buy in or rescind or vary any contract for sale of the Collateral or any part thereof and to resell the same without being responsible for any loss which may be occasioned thereby, and with full power to compromise and effect compositions, and, for the purposes aforesaid or any of them, to execute and do all such assurances and things as Agent the Pledgee may deem appropriatethink fit; (bc) to settle, adjust, compromise and arrange all accounts, reckonings, controversies, questions, claims and demands whatsoever in relation to all or any part of the Collateral; (cd) to cause all or any of the Pledged Shares Securities and all or any other Collateral to be sold, assigned or transferred to Agent the Pledgee or to any other person or persons and to be recorded or registered in the name of Agent the Pledgee or any other person or persons and to exercise or permit the exercise of any powers or rights incident to all or any part of the Collateral in such manner as Agent the Pledgee shall deem appropriatethink fit, and, in respect of all or any of the Pledged SharesSecurities, to exercise or permit the exercise of all rights and powers conferred by statute or otherwise upon a registered holder or owner of record thereof, including, without limitation, the calling or causing to be called of meetings, and proposing or causing to be proposed of resolutions (whether ordinary or special resolutions), including resolutions for winding up and voting at meetings; (de) to execute and do all such contracts, agreements, deeds, documents and things, and to bring, defend and abandon all such actions, suits and proceedings in relation to all or any part of the Collateral as Agent the Pledgee shall deem think expedient; (ef) to appoint managers, agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this SECTION 7.03 Section 6.3 for such periods as Agent the Pledgee shall deem appropriate think fit and to dismiss the same; and (fg) generally, to do all such other acts and things as may be considered incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this SECTION 7.03 Section 6.3 and which Agent the Pledgee may or can do lawfully and to use the name of the Pledgor for the purposes aforesaid and in any proceedings arising therefrom. Without limiting the foregoing and so long as the Shares are not registered for resale under a then effective registration statement, at any bona fide public sale, and to the extent permitted by law, at any private sale, the Pledgee shall be free to purchase all or any part of the Collateral, free of any right or equity of redemption in the Pledgor, which right or equity is hereby waived and released. Any such sale may be on cash or credit. Following any such sale, the value of the Collateral sold (as determined pursuant to Section 5.5), shall be applied to the original principal amount of the Note. The Pledgee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account in compliance with Section 4(1) or Section 4(2) or Regulation D of the Securities Act of 1933, as amended (the "Act") or any other applicable exemption available under the Act. The Pledgee will not be obligated to make any sale if it determines not to do so, regardless of the fact that notice of the sale may have been given. The Pledgee may adjourn any sale and sell at the time and place to which the sale is adjourned. If the Collateral is customarily sold on a recognized market or threatens to decline speedily in value, the Pledgee may sell such Collateral at any time without giving prior notice to the Pledgor. Whenever notice is otherwise required by law to be sent by the Pledgee to the Pledgor of any sale or other disposition of the Collateral, five days written notice sent to the Pledgor will be deemed reasonable. The Pledgor recognizes that the Pledgee may, if the Shares are not registered for resale under a then effective registration statement, be unable to effect or cause to be effected a public sale of the Collateral by reason of certain prohibitions contained in the Act, so that the Pledgee may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and without a view to the distribution or resale thereof. The Pledgor understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sales, and agrees that the Pledgee has no obligation to delay or agree to delay the sale of any of the Collateral for the period of time necessary to permit the issuer of the securities which are part of the Collateral (even if the issuer would agree) to register such securities for sale under the Act. The Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.

Manner of enforcement of Security. Agent At any time after the security constituted by this Agreement shall have become enforceable, the Pledgee shall have, in any jurisdiction where enforcement is sought, all of the rights, remedies, powers and privileges conferred on Agentthe Pledgee, as secured party, under the Uniform Commercial Code of The Commonwealth of MassachusettsNY UCC, and, without limiting the generality of the foregoing, Agent to the maximum extent permitted by applicable law (including, without limitation, regulatory requirements of general application to the insurance industry to which TLC and/or Pledgor are subject) the Pledgee shall have the full right and power in respect of the Collateral or any part thereof in Agentthe Pledgee's sole and complete discretion to do all and any of the following things: (a) to take possession of the Collateral or any part thereof, wherever the same may be, without legal process and without compliance with any other condition precedent imposed by statute, rule of law or otherwise (all of which to the extent permitted by applicable law the Pledgor hereby expressly and irrevocably waives), and to call in, collect, convert into money or otherwise deal with the Collateral or any part thereof with full power to sell (including the power to postpone such sale) the Collateral or any part thereof, either together or in lots, and either by public auction or private contract, and either for a lump sum or for a sum payable by installments or for a sum on account and a mortgage or charge or pledge for the balance, and with full power upon every sale to make any special or other stipulation as to title or evidence thereof or otherwise which Agent the Pledgee shall deem proper, and with full power to buy in or rescind or vary any contract for sale of the Collateral or any part thereof and to resell the same without being responsible for any loss which may be occasioned thereby, and with full power to compromise and effect compositions, and, for the purposes aforesaid or any of them, to execute and do all such assurances and things as Agent the Pledgee may deem appropriatethink fit; (b) to settle, adjust, compromise and arrange all accounts, reckonings, controversies, questions, claims and demands whatsoever in relation to all or any part of the Collateral; (c) to cause all or any of the Pledged Shares and all or any other Collateral to be sold, assigned or transferred to Agent the Pledgee or to any other person or persons and to be recorded or registered in the name of Agent the Pledgee or any other person or persons and to exercise or permit the exercise of any powers or rights incident to all or any part of the Collateral in such manner as Agent the Pledgee shall deem appropriatethink fit, and, in respect of all or any of the Pledged Shares, to exercise or permit the exercise of all rights and powers conferred by statute or otherwise upon a registered holder or owner of record thereof, including, without limitation, the calling or causing to be called of meetings, and proposing or causing to be proposed of resolutions (whether ordinary or special resolutions), including resolutions for winding up and voting at meetings; (dc) to execute and do all such contracts, agreements, deeds, documents and things, and to bring, defend and abandon all such actions, suits and proceedings in relation to all or any part of the Collateral as Agent the Pledgee shall deem think expedient; (e) to appoint managers, agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this SECTION 7.03 for such periods as Agent shall deem appropriate and to dismiss the same; and (fd) generally, to do all such other acts and things as may be considered incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this SECTION 7.03 Section 7.02 and which Agent the Pledgee may or can do lawfully and to use the name of the Pledgor for the purposes aforesaid and in any proceedings arising therefrom. Without limiting the foregoing, at any bona fide public sale, and to the extent permitted by law, at any private sale, the Pledgee shall be free to purchase all or any part of the Collateral, free of any right or equity of redemption after such sale is consummated in the Pledgor, which right or equity is hereby waived and released. Any such sale may be for cash or credit. The Pledgee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account in compliance with Section 4(1) or 4(2) of Regulation D of the Securities Act of 1933, as amended (the "Act") or any other applicable exemption available under such Act. The Pledgee will not be obligated to make any sale if it determines not to do so, regardless of the fact that notice of the sale may have been given. The Pledgee may adjourn any sale and sell at the time and place to which the sale is adjourned. If the Collateral is customarily sold on a recognized market or threatens to decline speedily in value, the Pledgee may sell such Collateral at any time without giving prior notice to the Pledgor. Whenever notice is otherwise required by law to be sent by the Pledgee to the Pledgor of any sale or other disposition of the Collateral, five (5) days written notice sent to the Pledgor at its address specified above will be deemed reasonable. The Pledgor recognizes that the Pledgee may be unable to effect or cause to be effected a public sale of the Collateral by reason of certain prohibitions contained in the Act, so that the Pledgee may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and without a view to the distribution or resale thereof. The Pledgor understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sales, and agrees that the Pledgee has no obligation to delay or agree to delay the sale of any of the Collateral for the period of time necessary to permit the issuer of the securities which are part of the Collateral (even if the issuer would agree) to register such securities for sale under the Act. The Pledgor agrees that private sales made under the foregoing circumstances shall not, solely by reason of being conducted as a private sale, be deemed to have been made in a commercially unreasonable manner.

Manner of enforcement of Security. Agent At any time after the -------------------------------------- security constituted by this Agreement shall have become enforceable, the Pledgee shall have, in any jurisdiction where enforcement is sought, all of the rights, remedies, powers and privileges conferred on Agentthe Pledgee, as secured party, under the Uniform Commercial Code of The Commonwealth the State of MassachusettsNew Jersey, and, without limiting the generality of the foregoing, Agent the Pledgee shall have the full right and power in respect of the Collateral or any part thereof in Agentthe Pledgee's sole and complete discretion to do all and any of the following things: (a) to cause all or any of the Initial Pledged Securities comprised of Shares to be reacquired by the Pledgee and thereafter canceled, and the value thereof (as determined pursuant to Section 5.5) applied to the original principal amount of the Note; (b) to take possession of the Collateral or any part thereof, wherever the same may be, without legal process and without compliance with any other condition precedent imposed by statute, rule of law or otherwise (all of which the Pledgor hereby expressly and irrevocably waives), and to call in, collect, convert into money or otherwise deal with the Collateral or any part thereof with full power to sell (including the power to postpone such sale) the Collateral or any part thereof, either together or in lots, and either by public auction or private contract, and either for a lump sum or for a sum payable by installments or for a sum on account and a mortgage or charge or pledge for the balance, and with full power upon every sale to make any special or other stipulation as to title or evidence thereof or otherwise which Agent the Pledgee shall deem proper, and with full power to buy in or rescind or vary any contract for sale of the Collateral or any part thereof and to resell the same without being responsible for any loss which may be occasioned thereby, and with full power to compromise and effect compositions, and, for the purposes aforesaid or any of them, to execute and do all such assurances and things as Agent the Pledgee may deem appropriatethink fit; (bc) to settle, adjust, compromise and arrange all accounts, reckonings, controversies, questions, claims and demands whatsoever in relation to all or any part of the Collateral; (cd) to cause all or any of the Pledged Shares Securities and all or any other Collateral to be sold, assigned or transferred to Agent the Pledgee or to any other person or persons and to be recorded or registered in the name of Agent the Pledgee or any other person or persons and to exercise or permit the exercise of any powers or rights incident to all or any part of the Collateral in such manner as Agent the Pledgee shall deem appropriatethink fit, and, in respect of all or any of the Pledged SharesSecurities, to exercise or permit the exercise of all rights and powers conferred by statute or otherwise upon a registered holder or owner of record thereof, including, without limitation, the calling or causing to be called of meetings, and proposing or causing to be proposed of resolutions (whether ordinary or special resolutions), including resolutions for winding up and voting at meetings; (de) to execute and do all such contracts, agreements, deeds, documents and things, and to bring, defend and abandon all such actions, suits and proceedings in relation to all or any part of the Collateral as Agent the Pledgee shall deem think expedient; (ef) to appoint managers, agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this SECTION 7.03 Section 6.3 for such periods as Agent the Pledgee shall deem appropriate think fit and to dismiss the same; and (fg) generally, to do all such other acts and things as may be considered incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this SECTION 7.03 Section 6.3 and which Agent the Pledgee may or can do lawfully and to use the name of the Pledgor for the purposes aforesaid and in any proceedings arising therefrom. Without limiting the foregoing and so long as the Shares are not registered for resale under a then effective registration statement, at any bona fide public sale, and to the extent permitted by law, at any private sale, the Pledgee shall be free to purchase all or any part of the Collateral, free of any right or equity of redemption in the Pledgor, which right or equity is hereby waived and released. Any such sale may be on cash or credit. Following any such sale, the value of the Collateral sold (as determined pursuant to Section 5.5), shall be applied to the original principal amount of the Note. The Pledgee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account in compliance with Section 4(1) or Section 4(2) or Regulation D of the Securities Act of 1933, as amended (the "Act") or any other applicable exemption available under the Act. The Pledgee will not be obligated to make any sale if it determines not to do so, regardless of the fact that notice of the sale may have been given. The Pledgee may adjourn any sale and sell at the time and place to which the sale is adjourned. If the Collateral is customarily sold on a recognized market or threatens to decline speedily in value, the Pledgee may sell such Collateral at any time without giving prior notice to the Pledgor. Whenever notice is otherwise required by law to be sent by the Pledgee to the Pledgor of any sale or other disposition of the Collateral, five days written notice sent to the Pledgor will be deemed reasonable. The Pledgor recognizes that the Pledgee may, if the Shares are not registered for resale under a then effective registration statement, be unable to effect or cause to be effected a public sale of the Collateral by reason of certain prohibitions contained in the Act, so that the Pledgee may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and without a view to the distribution or resale thereof. The Pledgor understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sales, and agrees that the Pledgee has no obligation to delay or agree to delay the sale of any of the Collateral for the period of time necessary to permit the issuer of the securities which are part of the Collateral (even if the issuer would agree) to register such securities for sale under the Act. The Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.