Common use of Remedial Provisions Clause in Contracts

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent and its attorneys may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Administrative Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent deems advisable. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Pledgor 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 of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in each Pledgor. Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor hereby specifically waives (and, as applicable, releases), any right or equity of redemption, and any right of stay or appraisal, which such Pledgor has or may have under any law now existing or hereafter enacted. (c) Each Pledgor acknowledges that neither Administrative Agent nor any of the Lenders shall be liable for any failure or delay in realizing upon or collecting the Obligations, or any guaranty thereof or collateral security therefore; and each Pledgor further acknowledges that neither Administrative Agent nor any Lender shall have any duty to take any action with respect thereto.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Upon the occurrence and during the continuance of Unless an Event of DefaultDefault shall have occurred and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(b), Administrative Agent and its attorneys may exercise the Guarantor shall be permitted to receive all cash dividends paid in respect of the Pledged CollateralIssuer Interest and, in addition for the avoidance of doubt, to distribute such dividends and all other rights payments and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies cash on hand to the affected Pledged Collateral)owners of the limited liability company interests in the Guarantor, and Administrative Agent may also, without demand, advertisement to exercise all voting and corporate or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent deems advisable. Each Pledgor agrees that, organizational rights with respect to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Pledgor 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 of such mattersIssuer Interest; provided, however, that no notification need vote shall be given to such Pledgor if it has authenticated after default a statement renouncing cast or modifying any right to notification of sale corporate or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole organizational right exercised or in partother action taken which, in the form Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of cancellation of indebtedness), for the purchase any provision of the Pledged Collateral Indenture or any portion thereof free of any right or equity of redemption in each Pledgor. Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedother Transaction Document. (b) Each Pledgor recognizes that Administrative Agent may If an Event of Default shall occur and be unable continuing and the Indenture Trustee shall give notice of its intent to effect a public sale of exercise such rights to the Guarantor, (i) the Indenture Trustee shall have the right to receive any and all cash dividends, payments or part other Proceeds paid in respect of the Pledged Collateral Issuer Interest and 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 such Pledged Collateral for their own account, for investment and not with a view make application thereof to the distribution Obligations in accordance with the Indenture and (ii) the Indenture Trustee or resale its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to the Issuer Interest and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Issuer Interest as if it were the absolute owner thereof. Each Pledgor acknowledges that , all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such private sales may right, privilege or option and shall not be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of responsible for any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree failure to do so. To the extent permitted by law, each Pledgor hereby specifically waives (and, as applicable, releases), any right so or equity of redemption, and any right of stay or appraisal, which such Pledgor has or may have under any law now existing or hereafter enacteddelay in so doing. (c) Each Pledgor acknowledges The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that neither Administrative Agent nor (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any of other or further instructions from the Lenders Guarantor, and the Guarantor agrees that the Issuer shall be liable for fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any failure dividends or delay in realizing upon or collecting the Obligations, or any guaranty thereof or collateral security therefore; and each Pledgor further acknowledges that neither Administrative Agent nor any Lender shall have any duty to take any action other payments with respect theretoto the Issuer Interest directly to the Indenture Trustee. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent and its attorneys may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Administrative Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), ) or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent deems advisable. Each Pledgor The Guarantor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe Agent and Guarantor, (ii) describe the Pledged Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that the Guarantor is entitled to such Pledgor an accounting of the Obligations, as the case may be, and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such mattersmade; provided, that no notification need be given to such Pledgor the Guarantor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in each Pledgorthe Guarantor. Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor Guarantor recognizes that Administrative the Agent may be unable to effect a public sale of all or part of the any Pledged Collateral and by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”) or applicable state or foreign securities laws or otherwise or may be compelled to determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers who will that shall be obligated obliged to agree, among other things, to acquire such Pledged Collateral securities for their own account, account for investment and not with a view to the distribution or resale thereof. Each Pledgor Guarantor acknowledges and agrees that any such private sales sale may be at result in prices and on other terms less favorable to the seller than if sold at such sale were a public sales and sale and, notwithstanding such circumstances, agrees that any such private sales sale shall be deemed to have been made in a commercially reasonable manner, and that Administrative . The Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral issuer thereof to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, state securities laws even if such Issuer issuer would agree to do so. To the extent permitted by law, each Pledgor hereby specifically waives (and, as applicable, releases), any right or equity of redemption, and any right of stay or appraisal, which such Pledgor has or may have under any law now existing or hereafter enacted. (c) Each Pledgor acknowledges that neither Administrative Agent nor Guarantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Lenders Pledged Collateral (other than public sales under the provisions of the Securities Act and any applicable state or foreign securities law) valid and binding and in compliance with all applicable requirements of law. Each Guarantor further agrees that a breach of any covenant contained in this Agreement will cause irreparable injury to the Agent and other Secured Parties, that the Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Agreement shall be liable specifically enforceable against such Guarantor, and such Guarantor hereby waives and agrees not to assert any defense against an action for any failure or delay in realizing upon or collecting specific performance of such covenants except for a defense that no Event of Default has occurred under the Obligations, or any guaranty thereof or collateral security therefore; and each Pledgor further acknowledges that neither Administrative Agent nor any Lender shall have any duty to take any action with respect theretoLoan Agreement.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent and or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by each and any Debtor or where the Collateral is located (or is believed to be located) until the Discharge of All Obligations without any obligation to pay rent to the applicable Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Administrative Agent for such time as Administrative Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of each and any Debtor; (ii) to take possession of each and any Debtor’s original books and records, to obtain access to each and any Debtor’s data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein; and (iii) to notify postal authorities to change the address for delivery of each Debtor’s mail to an address designated by Administrative Agent and to receive, open and dispose of all mail addressed to such Debtor. If any Debtor’s books and records are prepared or maintained by an accounting service, contractor or other third party agent, such Debtor hereby irrevocably authorizes (until the Discharge of All Obligations) such service, contractor or other agent, upon notice by Administrative Agent to such Person and such Debtor that an Event of Default has occurred and is continuing, to deliver to Administrative Agent or its designees such books and records. (b) If any Event of Default shall have occurred and be continuing, Administrative Agent may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Administrative Agent on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral)) and also may: (i) require any Debtor to, and such Debtor hereby agrees that it will, at its expense and upon request of Administrative Agent may alsoforthwith, assemble all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at any place or places designated by Administrative Agent which is reasonably convenient to Administrative Agent in which event such Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by Administrative Agent, (B) store and keep any Collateral so delivered to Administrative Agent at such place or places pending further action by Administrative Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any Deposit Account and apply such monies in payment of the Obligations; and (iii) without demandnotice except as specified below, advertisement sell, lease, license or notice otherwise dispose of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof by one or more contracts, in one or more portions parcels at one or more public or private sales or dispositionssale, and without the necessity of gathering at any exchangethe place of sale of the property to be sold, broker’s board or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), or elsewhere, at such time or times, for cash, on credit, credit or for future delivery, and at such price or prices and upon such other terms as Administrative Agent deems advisable. may deem commercially reasonable. (c) Each Pledgor Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe Administrative Agent and such Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to such Pledgor an accounting of the Obligations, and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended dispositionmade. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase purchase, lease, license or other disposition of the Pledged Collateral or any portion thereof free for the account of any right or equity Administrative Agent (on behalf of redemption in each Pledgorthe Secured Parties). Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor Debtor hereby specifically waives (and, as applicable, releases), any right or equity all rights of redemption, and any right of stay or appraisal, which such Pledgor it has or may have under any law now existing or hereafter enacted. (cd) Each Pledgor acknowledges that neither If an Event of Default has occurred and is continuing, each Debtor hereby irrevocably authorizes and empowers Administrative Agent nor Agent, without limiting any other authorizations or empowerments contained in any of the Lenders other Loan Documents, to assert, either directly or on behalf of such Debtor, any claims such Debtor may have, from time to time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). (e) Any and all proceeds received on account of or in connection with any of the Collateral shall be applied in the manner provided in Section 8.03 of the Credit Agreement or, if Section 8.03 is not applicable, as otherwise provided by in the Loan Documents. Any excess balance remaining shall be delivered to the applicable Debtor, and each Debtor shall remain liable for any deficiency remaining unpaid after the foregoing application. (f) Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Administrative Agent and that Administrative Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Administrative Agent to seek and obtain specific performance of other obligations of such Debtor contained in this Agreement, that the covenants of such Debtor contained in the Sections referred to in this Section shall be specifically enforceable against such Debtor. (g) No failure or delay in realizing upon or collecting on the Obligations, part of Administrative Agent or any guaranty other Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or collateral security therefore; any other right, power or privilege. All rights and each Pledgor further acknowledges that neither Administrative Agent nor remedies existing under this Agreement are cumulative to, and not exclusive of, any Lender shall have any duty to take any action with respect theretorights or remedies otherwise available.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent and or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any Grantor or where the Collateral is located (or is believed to be located) until the Guarantied Obligations are paid in full without any obligation to pay rent to such Grantor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Agent for such time as Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such Grantor; (ii) to take possession of any Grantor's original books and records, to obtain access to such Grantor's data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate. (b) If any Event of Default shall have occurred and be continuing, Agent may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Agent on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral)) and also may: (i) require any Grantor to, and Administrative each Grantor hereby agrees that it will, at its expense and upon request of Agent may alsoforthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at any place or places designated by Agent which is reasonably convenient to Agent in which event such Grantor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by Agent, (B) store and keep any Collateral so delivered to Agent at such place or places pending further action by Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any Deposit Account and apply such monies in payment of the Guarantied Obligations; and (iii) without demandnotice except as specified below, advertisement sell, lease, license or notice otherwise dispose of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof by one or more contracts, in one or more portions parcels at one or more public or private sales or dispositionssale, and without the necessity of gathering at the place of sale of the property to be sold, at any exchange, broker’s board or at any of Administrative Agent’s 's offices (or those of Administrative Agent’s attorneys), or elsewhere, at such time or times, for cash, on credit, credit or for future delivery, and at such price or prices and upon such other terms as Administrative Agent deems advisablemay deem commercially reasonable. Agent shall have no obligation to marshal any Collateral in favor of any Grantor or Borrower. (c) Each Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe Agent and such Grantor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Grantor is entitled to such Pledgor an accounting of the Guarantied Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended dispositionmade. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase purchase, lease, license or other disposition of the Pledged Collateral or any portion thereof free for the account of any right or equity Agent (on behalf of redemption in each PledgorAgent). Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor Grantor hereby specifically waives (and, as applicable, releases), any right or equity all rights of redemption, and any right of stay or appraisal, which such Pledgor it has or may have under any law now existing or hereafter enacted. (cd) Each Pledgor acknowledges that neither Administrative Agent nor If an Event of Default has occurred and is continuing, each Grantor hereby irrevocably authorizes and empowers Agent, without limiting any other authorizations or empowerments contained in any of the Lenders other Loan Documents, to assert, either directly or on behalf of any Grantor, any claims any Grantor may have, from time to time, against any other party to any of the agreements to which any Grantor is a party or to otherwise exercise any right or remedy of any Grantor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of any Grantor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Grantor thereunder). (e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral shall be liable for any failure or delay applied in realizing upon or collecting accordance with the Obligations, or any guaranty thereof or collateral security therefore; and each Pledgor further acknowledges that neither Administrative Agent nor any Lender shall have any duty to take any action with respect theretoapplicable provisions of the Loan Agreement.

Remedial Provisions. (a) Upon Following the occurrence and during the continuance of an Event of Default, Administrative Agent the Secured Party shall have any and all rights and remedies available at law or in equity, including, without limitation, all rights and remedies of a secured party under the UCC. Following the occurrence of an Event of Default, Secured Party or its attorneys shall have the right, without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by either Debtor or where the Collateral is located (or is believed to be located) until the Secured Obligations are paid in full and satisfied without any obligation to pay rent to either Debtor, to manufacture syringes and other products, to assume Debtor’s rights under the Equipment IPR, and to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Secured Party for such time as Secured Party may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of Debtors; and (ii) to take possession of Debtor’s books and records related to the Collateral, to obtain access to Debtors’ data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner reasonably appropriate. If any Event of Default shall have occurred and be continuing, Secured Party may, exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Secured Party on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral)) and also may: (i) require Debtors to, and Administrative Agent may alsoeach Debtor hereby agrees that it will, at its expense and upon request of Secured Party forthwith, assemble all or part of the Collateral as directed by Secured Party and make it available to Secured Party at any place or places designated by Secured Party which is reasonably convenient to Secured Party in which event Debtors shall at their own expense (A) forthwith cause the same to be moved to the place or places so designated by Secured Party, (B) store and keep any Collateral so delivered to Secured Party at such place or places pending further action by Secured Party, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral In good condition; and (ii) without demandnotice except as specified below, advertisement sell, lease, license or notice otherwise dispose of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof by one or more contracts, in one or more portions parcels at one or more public or private sales or dispositionssale, and without the necessity of gathering at the place of sale of the property to be sold, at any exchange, broker’s board or at any of Administrative AgentSecured Party’s offices (or those of Administrative Agent’s attorneys), or elsewhere, at such time or times, for cash, on credit, credit or for future delivery, and at such price or prices and upon such other terms as Administrative Agent deems advisableSecured Party may deem commercially reasonable. Each Pledgor agrees Secured Party shall have no obligation to marshal any Collateral in favor of cither Debtor or any other Person. Debtors agree that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days’ notice days prior to any such Pledgor 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 of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended dispositionsale. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase purchase, lease, license or other disposition of the Pledged Collateral or any portion thereof free for the account of any right or equity of redemption in each PledgorSecured Party. Administrative Agent Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent Secured Party may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor Debtor hereby specifically waives (and, as applicable, releases), any right or equity all rights of redemption, and any right of stay or appraisal, which such Pledgor it has or may have under any law now existing or hereafter enacted. (c) Each Pledgor acknowledges that neither Administrative Agent nor . If an Event of Default has occurred, each Debtor hereby irrevocably authorizes and empowers Secured Party, to assert, either directly or on behalf of Debtor, any claims such Debtor may have, from time to time, against any other party to any of the Lenders Agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such Agreements (including, without limitation, the right to enforce directly against any party to any such Agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). If an Event of Default has occurred, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral shall be liable for applied as determined by the Secured Party in its reasonable discretion. Debtors acknowledge and agree that a material breach by either or both of them of any of the covenants contained in 0, 0 and 0 hereof will cause irreparable injury to Secured Party and that Secured Party has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Secured Party to seek and obtain specific performance of other obligations of Debtors contained in this Agreement, that the covenants of Debtors contained in such Sections shall be specifically enforceable against Debtors. No failure or delay on the part of Secured Party in realizing upon the exercise of any power, right or collecting the Obligationsprivilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any guaranty thereof other right, power or collateral security therefore; privilege. All rights and each Pledgor further acknowledges that neither Administrative Agent nor remedies existing under this Agreement are cumulative to, and not exclusive of, any Lender shall have any duty to take any action with respect theretorights or remedies otherwise available.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by the Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to the Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Agent for such time as Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of the Debtor; (ii) to take possession of the Debtor's original books and records, to obtain access to the Debtor's data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate; and (iii) to notify postal authorities to change the address for delivery of the Debtor's mail to an address designated by Agent and to receive, open and dispose of all mail addressed to the Debtor. If the Debtor's books and records are prepared or maintained by an accounting service, contractor or other third party agent, the Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Agent or its attorneys designees such books and records, and to follow Agent's instructions with respect to further services to be rendered. (b) If any Event of Default shall have occurred and be continuing, Agent may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Agent on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral)) and also may: (i) require the Debtor to, and Administrative the Debtor hereby agrees that it will, at its expense and upon request of Agent may alsoforthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at any place or places designated by Agent which is reasonably convenient to Agent in which event the Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by Agent, (B) store and keep any Collateral so delivered to Agent at such place or places pending further action by Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any deposit account and apply such monies in payment of the Obligations; and (iii) without demandnotice except as specified below, advertisement sell, lease, license or notice otherwise dispose of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof by one or more contracts, in one or more portions parcels at one or more public or private sales or dispositionssale, and without the necessity of gathering at the place of sale of the property to be sold, at any exchange, broker’s board or at any of Administrative Agent’s 's offices (or those of Administrative Agent’s attorneys), or elsewhere, at such time or times, for cash, on credit, credit or for future delivery, and at such price or prices and upon such other terms as Administrative Agent deems advisable. Each Pledgor may deem commercially reasonable. (c) The Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe Agent and the Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that the Debtor is entitled to such Pledgor an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended dispositionmade. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase purchase, lease, license or other disposition of the Pledged Collateral or any portion thereof free for the account of any right or equity Agent (on behalf of redemption in each PledgorLenders). Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor the Debtor hereby specifically waives (and, as applicable, releases), any right or equity all rights of redemption, and any right of stay or appraisal, which such Pledgor it has or may have under any law now existing or hereafter enacted. (cd) Each Pledgor acknowledges that neither Administrative Agent nor If an Event of Default has occurred and is continuing, the Debtor hereby irrevocably authorizes and empowers Agent, without limiting any other authorizations or empowerments contained in any of the Lenders other Loan Documents, to assert, either directly or on behalf of the Debtor, any claims the Debtor may have, from time to time, against any other party to any of the agreements to which the Debtor is a party or to otherwise exercise any right or remedy of the Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of the Debtor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by the Debtor thereunder). (e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any deposit account shall be liable for applied in accordance with the applicable provisions of the Credit Agreement. (f) The Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Agent and that Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Agent to seek and obtain specific performance of other obligations of the Debtor contained in this Agreement, that the covenants of the Debtor contained in the Sections referred to in this Section shall be specifically enforceable against the Debtor. (g) No failure or delay in realizing upon or collecting on the Obligations, part of Agent or any guaranty Lender in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or collateral security therefore; any other right, power or privilege. All rights and each Pledgor further acknowledges that neither Administrative Agent nor remedies existing under this Agreement are cumulative to, and not exclusive of, any Lender shall have any duty to take any action with respect theretorights or remedies otherwise available.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Maranon Agent and its attorneys may may, and, in any event, Agent at the direction of the Requisite Lenders shall exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to itit under any applicable law or any Loan Document, all the rights and remedies of a secured party under the UCC Code (whether or not the UCC Code applies to the affected Pledged Collateral), and Administrative Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), ) or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent deems advisable. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Pledgor 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 of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in each any Pledgor. Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges Pledgors acknowledge that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor hereby specifically waives (and, as applicable, releases), ) any right or equity of redemption, and any right of stay or appraisal, which such Pledgor has or may have under any law now existing or hereafter enacted. (c) Each Pledgor acknowledges Pledgors acknowledge that neither Administrative Agent nor any of the Lenders shall be liable for any failure or delay in realizing upon or collecting the Obligations, or any guaranty thereof or collateral security therefore; and each Pledgor Pledgors further acknowledges acknowledge that neither Administrative Agent nor any Lender shall have any duty to take any action with respect thereto.

Remedial Provisions. (a) Upon the occurrence and during the continuance of If an Event of DefaultDefault shall have occurred and be continuing: (1) Administrative Agent, Administrative Agent and its attorneys may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein in this Agreement, in any other Credit Document or otherwise available to it, all the rights and remedies of a secured party Administrative Agent on default under the UCC Uniform Commercial Code (whether or not the UCC Uniform Commercial Code applies to the affected Collateral). Administrative Agent shall have no obligation to marshal any Collateral in favor of any Grantor or any other credit party. (2) upon notice by Administrative Agent to the relevant Grantor or Grantors, Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the interests in Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the interests in Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Collateral), the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Administrative Agent may alsodetermine), all without demandliability except to account for property actually received by it; provided, advertisement however, that Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or notice option and shall not be responsible for any failure to do so or delay in so doing. (3) all proceeds of any kind Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to Administrative Agent in the exact form received (with any necessary endorsement). (b) In order to permit Administrative Agent to exercise the voting and other than consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder during the notice specified below relating continuance of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Administrative Agent all such proxies, dividend payment orders and other instruments as Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a public holder of the interests in the Pledged Collateral would be entitled (including giving or private salewithholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), sell which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any interests in any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such interests in any Pledged Collateral or any part thereof officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in one full of the Secured Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted). (c) Each Grantor hereby expressly irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any interests in Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from Administrative Agent in writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully protected from liabilities to such Grantor in so complying and (ii) unless otherwise expressly permitted hereby or more portions at one the Credit Agreement, pay any dividend or more public or private sales or dispositions, at make any exchange, broker’s board or at other payment with respect to the interests in any of Pledged Collateral directly to the Administrative Agent’s offices . (or those of Administrative Agent’s attorneys), or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent deems advisable. d) Each Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe Administrative Agent and the applicable Grantor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Grantor is entitled to such Pledgor an accounting of the Secured Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended dispositionmade. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent or any other Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase purchase, lease, license or other disposition of the Pledged Collateral or any portion thereof free for the account of Administrative Agent or any right or equity of redemption in each Pledgorother Secured Party. Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor Grantor hereby specifically waives (and, as applicable, releases), any right or equity all rights of redemption, and any right of stay or appraisal, which such Pledgor it has or may have under any law now existing or hereafter enacted. (ce) Each Pledgor acknowledges that neither If an Event of Default has occurred and is continuing, each Grantor hereby irrevocably authorizes and empowers Administrative Agent nor or any other Secured Party, without limiting any other authorizations or empowerments contained in any of the Lenders other Credit Documents, to assert, either directly or on behalf of such Grantor, any claims such Grantor may have, from time to time, against any other party to any of the agreements to which such Grantor is a party or to otherwise exercise any right or remedy of such Grantor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Grantor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Grantor thereunder). (f) Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Administrative Agent and each other Secured Party and that Administrative Agent and each other Secured Party have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Administrative Agent and each other Secured Party to seek and obtain specific performance of other obligations of such Grantor contained in this Agreement, that the covenants of such Grantor contained in the Sections referred to in this Section shall be liable for any specifically enforceable against such Grantor. (g) No failure or delay in realizing upon or collecting on the Obligations, part of Administrative Agent or any guaranty other Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or collateral security therefore; any other right, power or privilege. All rights and each Pledgor further acknowledges that neither Administrative Agent nor remedies existing under this Agreement are cumulative to, and not exclusive of, any Lender shall have any duty to take any action with respect theretorights or remedies otherwise available.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent the Pledgee and its attorneys may exercise in respect of the Pledged CollateralSecurities, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged CollateralSecurities), and Administrative Agent the Pledgee may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral Securities or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Administrative Agentthe Pledgee’s offices (or those of Administrative Agentthe Pledgee’s attorneys), ) or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent the Pledgee deems advisable. Each The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such the Pledgor 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 of such matters; provided, that no notification need be given to such the Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in each Pledgor. Administrative Agent The Pledgee shall not be obligated to make any sale of Pledged Collateral Securities regardless of notice of sale having been given. Administrative Agent The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each The Pledgor recognizes that Administrative Agent the Pledgee may be unable to effect a public sale of all or part of the Pledged Collateral Securities and 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 such Pledged Collateral Securities for their own account, for investment and not with a view to the distribution or resale thereof. Each The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent the Pledgee shall be under no obligation to delay a sale of any of the Pledged Collateral Securities for the period of time necessary to permit the Issuer of such Pledged Collateral Pledgee to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each the Pledgor hereby specifically waives (and, as applicable, releases), ) any right or equity of redemption, and any right of stay or appraisal, which such the Pledgor has or may have under any law now existing or hereafter enacted. (c) Each The Pledgor acknowledges that neither Administrative Agent nor any of the Lenders Pledgee shall not be liable for any failure or delay in realizing upon or collecting the Note Obligations, or any guaranty thereof or collateral security therefore; and each the Pledgor further acknowledges that neither Administrative Agent nor any Lender the Pledgee shall have any no duty to take any action with respect thereto.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent and its attorneys may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Administrative Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), ) or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent deems advisable. Each Pledgor The Guarantor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe Agent and Guarantor, (ii) describe the Pledged Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that the Guarantor is entitled to such Pledgor an accounting of the Obligations, as the case may be, and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such mattersmade; provided, that no notification need be given to such Pledgor the Guarantor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in each Pledgorthe Guarantor. Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor Guarantor recognizes that Administrative the Agent may be unable to effect a public sale of all or part of the any Pledged Collateral and by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”) or applicable state or foreign securities laws or otherwise or may be compelled to determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers who will that shall be obligated obliged to agree, among other things, to acquire such Pledged Collateral securities for their own account, account for investment and not with a view to the distribution or resale thereof. Each Pledgor Guarantor acknowledges and agrees that any such private sales sale may be at result in prices and on other terms less favorable to the seller than if sold at such sale were a public sales and sale and, notwithstanding such circumstances, agrees that any such private sales sale shall be deemed to have been made in a commercially reasonable manner, and that Administrative . The Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral issuer thereof to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, state securities laws even if such Issuer issuer would agree to do so. To the extent permitted by law, each Pledgor hereby specifically waives (and, as applicable, releases), any right or equity of redemption, and any right of stay or appraisal, which such Pledgor has or may have under any law now existing or hereafter enacted. (c) Each Pledgor acknowledges that neither Administrative Agent nor Guarantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Lenders Pledged Collateral (other than public sales under the provisions of the Securities Act and any applicable state or foreign securities law) valid and binding and in compliance with all applicable requirements of law. Each Guarantor further agrees that a breach of any covenant contained in this 0 will cause irreparable injury to the Agent and other Secured Parties, that the Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this 0 shall be liable specifically enforceable against such Guarantor, and such Guarantor hereby waives and agrees not to assert any defense against an action for any failure or delay in realizing upon or collecting specific performance of such covenants except for a defense that no Event of Default has occurred under the Obligations, or any guaranty thereof or collateral security therefore; and each Pledgor further acknowledges that neither Administrative Agent nor any Lender shall have any duty to take any action with respect theretoLoan Agreement.

Remedial Provisions. (a) Upon In the occurrence event insolvency, bankruptcy, reorganization, or any other proceedings seeking relief under federal or state bankruptcy or Borrowers’ relief laws are instituted by or against Borrower, or in the event Borrower makes a general assignment for the benefit of creditors, the entire unpaid balance owing hereunder and during any and all other sums which Borrower may owe Lender will thereupon immediately become due and payable in full, without the continuance necessity of an Event of DefaultLender’s giving any notice to Borrower, Administrative Agent making demand, or taking any other action, and its attorneys Lender may exercise in respect proceed immediately to enforce payment of the Pledged same and to exercise any and all rights afforded by the Uniform Commercial Code of the State of Kansas, as now in effect and as hereafter amended, or under the laws of any state in which any part of the Collateral is then located, including the right to immediate possession of the Collateral. Upon any other default, Lender may, at its option, declare due and payable the entire unpaid balance owing under the aforesaid promissory note(s) and any and all other sums which Borrower may owe Lender, and, in addition such event, such sum(s) will be due and payable immediately upon the giving of notice by Lender to other rights and remedies provided for herein Borrower by facsimile or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies overnight delivery addressed to the affected Pledged Collateral), and Administrative Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositionsBorrower, at any exchange, broker’s board the addresses shown above or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon to such other terms address of Borrower as Administrative Agent deems advisable. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Pledgor 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 of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in each Pledgor. Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place shown on Lender’s records. Lender may proceed immediately to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale enforce payment of all sums owing to Lender by Borrower and to exercise any and all rights afforded by the Uniform Commercial Code of the State of Kansas, as now in effect and as hereafter amended, or afforded by the laws of any other state in which any part of the Pledged Collateral may then be located, including, but not limited to, the right to immediate possession of the Collateral. In the event of default, Borrower will, upon demand by Lender, at Borrower’s sole expense, assemble the Collateral and may make it available to Lender at a place to be compelled designated by Lender which is reasonably convenient to resort to one or more private sales to a restricted group both Lender and Borrower. Any notice of purchasers who will be obligated to agreesale, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933disposition, or under any other applicable requirement of law, even if such Issuer would agree intended action by Lender sent to do so. To Borrower at the extent permitted by law, each Pledgor hereby specifically waives (and, as applicable, releases), any right or equity of redemption, and any right of stay or appraisal, which such Pledgor has or may have under any law now existing or hereafter enacted. (c) Each Pledgor acknowledges that neither Administrative Agent nor any of the Lenders shall be liable for any failure or delay in realizing upon or collecting the Obligationsaddresses specified above, or any guaranty thereof or collateral security therefore; and each Pledgor further acknowledges that neither Administrative Agent nor any Lender shall have any duty at such other address of Borrower as may from time to take any action with respect theretotime be shown on Lender’s records, at least five (5) days before such action, will constitute reasonable notice to Borrower.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of DefaultDefault beyond the applicable cure period, Administrative Agent Bank and its attorneys may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein herein, in the Mortgage (with respect to the Real Property), or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not under the UCC applies to the affected Pledged Collateral)Mortgage, and Administrative Agent Bank may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Administrative AgentBank’s offices (or those of Administrative AgentBank’s attorneys), ) or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent Bank deems advisable. Each Pledgor Guarantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Pledgor Guarantor 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 of such matters; provided, that no notification need be given to such Pledgor Guarantor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent Bank may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase of the Pledged Collateral or any portion thereof free of any right of equity or equity of redemption in each PledgorGuarantor. Administrative Agent Bank shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor Guarantor recognizes that Administrative Agent Bank may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor Guarantor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that the fact that the sale is conducted at a private sale shall itself not be cause to determine that such private sales shall be deemed to have been sale was not made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor Guarantor hereby specifically waives (and, as applicable, releases), ) any right or equity of redemption, and any right of stay or appraisal, which such Pledgor Guarantor has or may have under any law now existing or hereafter enacted. (c) Each Pledgor Guarantor acknowledges that neither Administrative Agent nor any of the Lenders Bank shall not be liable for any failure or delay in realizing upon or collecting the Obligations, Secured Obligations or any guaranty thereof or collateral security therefore; and each Pledgor Guarantor further acknowledges that neither Administrative Agent nor any Lender Bank shall not have any duty to take any action with respect thereto, except with respect to any duty or obligation imposed on Bank by the UCC.

Remedial Provisions. (a) 5.1 Upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right without notice or demand or legal process to: (i) notify the Account Debtor under any Accounts (or any other Person obligated thereon) of the Lien granted upon such Accounts in favor of Administrative Agent and to direct such Account Debtors and other Persons to make payment of all amounts due or to become due or otherwise render performance directly to Administrative Agent; (ii) so long as any of the Secured Obligations have been accelerated, exercise the rights of each Debtor with respect to the obligation of the Account Debtor to make payment or otherwise render performance to the applicable Debtor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral; and (iii) so long as any of the Secured Obligations have been accelerated, adjust, settle or compromise the amount or payment of such Accounts. 5.2 Upon the occurrence and during the continuance of an Event of Default, Administrative Agent or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Collateral is located (or is believed to be located) until the Secured Obligations are paid in full without any obligation to pay rent to any Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Administrative Agent for such time as Administrative Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of any Debtor; (ii) to take possession of any Debtor’s original books and records, to obtain access to any Debtor’s data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Administrative Agent deems appropriate; and (iii) to notify postal authorities to change the address for delivery of any Debtor’s mail to an address designated by Administrative Agent and to receive, open and dispose of all mail addressed to any Debtor. If any Debtor’s books and records are prepared or maintained by an accounting service, contractor or other third party agent, each Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by Administrative Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Administrative Agent or its designees such books and records, and to follow Administrative Agent’s instructions with respect to further services to be rendered. 5.3 If any Event of Default shall have occurred and be continuing, Administrative Agent may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Administrative Agent on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral)) and also may: (i) require any Debtor to, and each Debtor hereby agrees that it will, at its expense and upon request of Administrative Agent may alsoforthwith, assemble all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at any place or places designated by Administrative Agent which is reasonably convenient to Administrative Agent in which event each Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by Administrative Agent, (B) store and keep any Collateral so delivered to Administrative Agent at such place or places pending further action by Administrative Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any Deposit Account and apply such monies in payment of the Secured Obligations; and (iii) without demandnotice except as specified below, advertisement sell, lease, license or notice otherwise dispose of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof by one or more contracts, in one or more portions parcels at one or more public or private sales or dispositionssale, and without the necessity of gathering at any exchangethe place of sale of the property to be sold, broker’s board or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), or elsewhere, at such time or times, for cash, on credit, credit or for future delivery, and at such price or prices and upon such other terms as Administrative Agent deems advisablemay deem commercially reasonable. Administrative Agent shall have no obligation to marshal any Collateral in favor of any Debtor or any other Obligor. 5.4 Each Pledgor Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe Administrative Agent and the applicable Debtors, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that the applicable Debtors are entitled to such Pledgor an accounting of the Secured Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such mattersmade; provided, that no notification need be given to such Pledgor any Debtor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase purchase, lease, license or other disposition of the Pledged Collateral or any portion thereof free for the account of any right or equity Administrative Agent (on behalf of redemption in each Pledgorthe Secured Parties). Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor Debtor hereby specifically waives (and, as applicable, releases), any right or equity all rights of redemption, and any right of stay or appraisal, which such Pledgor it has or may have under any law now existing or hereafter enacted. (c) Each Pledgor acknowledges that neither 5.5 If an Event of Default has occurred and is continuing, each Debtor hereby irrevocably authorizes and empowers Administrative Agent nor Agent, without limiting any other authorizations or empowerments contained in any of the Lenders other Loan Documents, to assert, either directly or on behalf of such Debtor, any claims such Debtor may have, from time to time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). 5.6 If an Event of Default has occurred and is continuing, proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be liable for applied in accordance with the applicable provisions of the Credit Agreement. 5.7 Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Administrative Agent and that Administrative Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Administrative Agent to seek and obtain specific performance of other obligations of each Debtor contained in this Agreement, that the covenants of each Debtor contained in the Sections referred to in this Section shall be specifically enforceable against each Debtor. 5.8 No failure or delay on the part of Administrative Agent in realizing upon the exercise of any power, right or collecting the Obligationsprivilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any guaranty thereof other right, power or collateral security therefore; privilege. All rights and each Pledgor further acknowledges that neither Administrative Agent nor remedies existing under this Agreement are cumulative to, and not exclusive of, any Lender shall have any duty to take any action with respect theretorights or remedies otherwise available.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent subject to the rights of the Senior Lender and the obligations of the Debtors under the Senior Loan Documents and the Subordination Agreement, Secured Party or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to any Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Secured Party for such time as Secured Party may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such Debtor and (ii) to take possession of each Debtor's original books and records, to obtain access to such Debtor's data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Secured Party deems appropriate. (b) If any Event of Default shall have occurred and be continuing and subject to the rights of the Senior Lender and the obligations of the Debtors under the Senior Loan Documents and the Subordination Agreement, Secured Party may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Secured Party on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Administrative Agent may also, without demand, advertisement or notice of any kind . (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent deems advisable. c) Each Pledgor Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe Secured Party and such Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to such Pledgor an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended dispositionmade. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase purchase, lease, license or other disposition of the Pledged Collateral or any portion thereof free for the account of any right or equity of redemption in each PledgorSecured Party. Administrative Agent Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent Secured Party may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor Debtor hereby specifically waives (and, as applicable, releases), any right or equity all rights of redemption, and any right of stay or appraisal, which such Pledgor it has or may have under any law now existing or hereafter enacted. (cd) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be applied in accordance with the applicable provisions of the Note Agreement, subject to the terms of the Subordination Agreement. (e) Each Pledgor Debtor acknowledges and agrees that neither Administrative Agent nor a breach of any of the Lenders covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Secured Party and that Secured Party has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Secured Party to seek and obtain specific performance of other obligations of each Debtor contained in this Agreement, that the covenants of each Debtor contained in the Sections referred to in this Section shall be liable for any specifically enforceable against such Debtor. (f) No failure or delay on the part of Secured Party in realizing upon the exercise of any power, right or collecting the Obligationsprivilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any guaranty thereof other right, power or collateral security therefore; privilege. All rights and each Pledgor further acknowledges that neither Administrative Agent nor remedies existing under this Agreement are cumulative to, and not exclusive of, any Lender shall have any duty to take any action with respect theretorights or remedies otherwise available.

Remedial Provisions. (a) Upon the occurrence and during the continuance of 7.1 Subject to any applicable grace period to cure an Event of DefaultDefault as provided in Article 10 of the Loan Agreement, Administrative Agent upon the occurrence of a Pledgor Event of Default and its attorneys at any time thereafter, the Pledgee may exercise declare all obligations secured hereby immediately due and payable and may proceed to enforce payment of the same in accordance with the terms of this Agreement and any other Loan Document, including without limitation in accordance with all of the terms of this Article 7 and Article 8 hereof. 7.2 If a Pledgor Event of Default shall have occurred and be continuing the Pledgee shall have the right to receive any and all cash dividends, payments or other proceeds paid in respect of the Pledged CollateralShares and make application thereof to the Obligations in such order as the Pledgee may determine, and any or all of the Pledged Shares shall be registered in the name of the Pledgee or its respective nominees, and the Pledgee or its respective nominees may thereafter exercise, subject to any provisions and applicable law, (x) all voting, corporate, ownership and other rights pertaining to such Pledged Shares at any meeting of shareholders, owners, members or limited or general partners, as applicable, of IFM or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of IFM, or upon the exercise by the Pledgee of any right, privilege or option pertaining to such Pledged Shares, and in connection therewith, the right to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Pledgee may determine), all without liability except to account for property actually received by it, but the Pledgee shall have no duty to Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. The Pledgor agrees that it shall take any and all ministerial and other actions necessary (including, without limitation, under IFM’s memorandum and articles of association, bye-laws and other organizational documents) to ensure that all of the remedies and other rights described in the previous sentence are accorded to the Pledgee as promptly as practicable following the occurrence of any Pledgor Event of Default. The Pledgor further agrees to transfer, pay over or assign to the Pledgee any and all cash dividends, payments or other proceeds paid in respect of the Pledged Shares and any other right or benefit whatsoever that it may receive or that may accrue to it following the occurrence of a Pledgor Event of Default. 7.3 If a Pledgor Event of Default shall have occurred and be continuing, the Pledgee may exercise, in addition to all other rights and remedies provided for herein granted to it in this Agreement, in any Loan Document and in any other instrument or otherwise available agreement securing, evidencing or relating to itthe Obligations, all the rights and remedies of a secured party under the UCC (whether laws of the Cayman Islands or not any other applicable law. Without limiting the UCC applies to generality of the affected Pledged Collateral)foregoing, and Administrative Agent may alsothe Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice otherwise provided hereunder or required by law referred to below) to or upon Pledgor or any other than Person (all and each of which demands, defenses, advertisements and notices are hereby waived) (to the notice specified below relating to a public or private saleextent allowed under any Requirement of Law), sell may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more portions parcels at one or more public or private sales or dispositionssales, at any exchange, broker’s board or office of the Pledgee or elsewhere upon such terms and conditions as it may deem advisable and at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), or elsewheresuch prices as it may deem best, for cash, cash or on credit, credit or for future deliverydelivery without assumption of any credit risk. Pledgee shall have the right upon any such public sale or sales, at such price or prices and upon such other terms as Administrative Agent deems advisable. Each Pledgor agrees thatand, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Pledgor 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 of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may beupon any such private sale or sales, in to purchase the whole or in part, in the form of cancellation of indebtedness), for the purchase any part of the Pledged Collateral or any portion thereof so sold, free of any right or equity of redemption in each Pledgor, which right or equity is hereby waived and released. Administrative Agent Pledgor further agrees to assemble the Collateral and make it available to the Pledgee at places which the Pledgee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public reasonably select, whether at Pledgor’s premises or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedelsewhere. (b) Each Pledgor recognizes that Administrative Agent may be unable 7.4 The Pledgee shall apply the net proceeds of any action taken by it pursuant to effect a public sale this Article 7, after deducting all out-of-pocket costs and expenses of all every kind incurred in connection therewith or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view incidental to the distribution care or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale safekeeping of any of the Pledged Collateral for or in any way relating to the period Collateral or the rights of time necessary the Pledgee hereunder, including, without limitation, reasonable attorneys’ fees and disbursements as provided under Article 8, to permit the Issuer payment in whole or in part of the Obligations, in such Pledged Collateral to register order as the Pledgee may elect, and only after such securities for public sale under application and after the Securities Act payment by the Pledgee of 1933, or under any other applicable requirement amount required by any provision of law, even need the Pledgee account for the surplus, if such Issuer would agree any, to do soPledgor. To the extent permitted by applicable law, each Pledgor hereby specifically waives (andall claims, as applicabledamages and demands it may acquire against the Pledgee arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, releases), any right such notice shall be deemed reasonable and proper if given at least 10 days before such sale or equity of redemption, and any right of stay or appraisal, which such Pledgor has or may have under any law now existing or hereafter enactedother disposition. (c) Each 7.5 Pledgor acknowledges that neither Administrative Agent nor any of the Lenders shall be remain liable for any failure deficiency if the proceeds of any sale or delay in realizing upon or collecting other disposition of the ObligationsCollateral are insufficient to pay its Obligations and the fees and disbursements of counsel (including, or any guaranty thereof or collateral security therefore; without limitation, the allocated fees and each Pledgor further acknowledges that neither Administrative Agent nor any Lender shall have any duty disbursements and other charges of in-house counsel) for the Pledgee to take any action with respect theretocollect such deficiency.

Remedial Provisions. (a) Upon Following the occurrence and during the continuance of an Event of Default, Administrative the Agent or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to any Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Agent for such time as the Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of any Debtor; (ii) to take possession of any Debtor’s original books and records, to obtain access to any Debtor’s data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Agent deems appropriate; and (iii) to notify postal authorities to change the address for delivery of each Debtor’s mail to an address designated by the Agent and to receive, open and dispose of all mail addressed to any Debtor. If any Debtor’s books and records are prepared or maintained by an accounting service, contractor or other third-party agent, such Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Agent to such Person that an Event of Default has occurred and is continuing, to deliver to the Agent or its attorneys may designees such books and records, and to follow the Agent’s instructions with respect to further services to be rendered. (b) If any Event of Default shall have occurred and be continuing, the Agent may, with the concurrence or at the direction of the Required Purchasers, exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party the Agent on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral)) and also may: (i) require each Debtor to, and Administrative each Debtor hereby agrees that it will, at its expense and upon request of the Agent may alsoforthwith, assemble all or part of the Collateral as directed by the Agent and make it available to the Agent at any place or places designated by the Agent which is reasonably convenient to the Agent in which event such Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by the Agent, (B) store and keep any Collateral so delivered to the Agent at such place or places pending further action by the Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any Deposit Account and apply such monies in payment of the Obligations; and (iii) without demandnotice except as specified below, advertisement sell, lease, license or notice otherwise dispose of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof by one or more contracts, in one or more portions parcels at one or more public or private sales or dispositionssale, and without the necessity of gathering at the place of sale of the property to be sold, at any exchange, broker’s board or at any of Administrative the Agent’s offices (or those of Administrative Agent’s attorneys), or elsewhere, at such time or times, for cash, on credit, credit or for future delivery, and at such price or prices and upon such other terms as Administrative the Agent deems advisablemay deem commercially reasonable. The Agent shall have no obligation to marshal any Collateral in favor of any Debtor or any other Person. The Agent is hereby granted a license or other right, solely pursuant to the provisions of this Section 5, to use, without charge, each Borrower’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with the Agent’s exercise of its rights under this Section 5, each Debtor’s rights under all licenses and all franchise agreements shall inure to the Agent’s benefit; (c) Each Pledgor Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe the Agent, the Secured Parties and the applicable Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to such Pledgor an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended dispositionmade. At any sale of the Pledged Collateral, if permitted by law, Administrative the Agent or any Secured Party may bid directly or through an affiliate or special purpose entity (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase purchase, lease, license or other disposition of the Pledged Collateral or any portion thereof free for the account of any right or equity Secured Parties. The Agent, on behalf of redemption in each Pledgor. Administrative Agent the Secured Parties, shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent The Agent, on behalf of the Secured Parties, may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. The Agent, on behalf of the Secured Parties, may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor Debtor hereby specifically waives (and, as applicable, releases), any right or equity all rights of redemption, and any right of stay or appraisal, which such Pledgor it has or may have under any law now existing or hereafter enacted. (cd) Each Pledgor acknowledges that neither Administrative Agent nor If an Event of Default has occurred, each Debtor hereby irrevocably authorizes and empowers the Agent, on behalf of the Secured Parties, without limiting any other authorizations or empowerments contained in any of the Lenders other Transaction Documents, to assert, either directly or on behalf of such Debtor, any claims such Debtor may have, from time to time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). (e) If an Event of Default has occurred, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be liable for applied as determined by the Secured Parties in their sole discretion. (f) Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to the Secured Parties, and that the Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Agent or any Secured Party to seek and obtain specific performance of other obligations of such Debtor contained in this Agreement, that the covenants of such Debtor contained in the Sections referred to in this Section shall be specifically enforceable against such Debtor. (g) No failure or delay on the part of the Agent or any other Secured Party in realizing upon the exercise of any power, right or collecting privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. In addition to the Obligationsrights and remedies described above, the Agent and Secured Parties shall have all rights and remedies available to secured creditors under the UCC, or otherwise available at law or in equity. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any guaranty thereof rights or collateral security therefore; and each Pledgor further acknowledges that neither Administrative Agent nor any Lender shall have any duty to take any action with respect theretoremedies otherwise available.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to such Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Agent for such time as Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such Debtor; (ii) to take possession of any Debtor's original books and records, to obtain access to any Debtor's data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate; and (iii) to notify postal authorities to change the address for delivery of any Debtor's mail to an address designated by Agent and to receive, open and dispose of all mail addressed to such Debtor. If any Debtor's books and records are prepared or maintained by an accounting service, contractor or other third party agent, such Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Agent or its attorneys designees such books and records, and to follow Agent's instructions with respect to further services to be rendered. (b) If any Event of Default shall have occurred and be continuing, Agent may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Agent on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral)) and also may: (i) require any Debtor to, and Administrative each Debtor hereby agrees that it will, at its expense and upon request of Agent may alsoforthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at any place or places designated by Agent which is reasonably convenient to Agent in which event such Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by Agent, (B) store and keep any Collateral so delivered to Agent at such place or places pending further action by Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any deposit account and apply such monies in payment of the Obligations; and (iii) without demandnotice except as specified below, advertisement sell, lease, license or notice otherwise dispose of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof by one or more contracts, in one or more portions parcels at one or more public or private sales or dispositionssale, and without the necessity of gathering at the place of sale of the property to be sold, at any exchange, broker’s board or at any of Administrative Agent’s 's offices (or those of Administrative Agent’s attorneys), or elsewhere, at such time or times, for cash, on credit, credit or for future delivery, and at such price or prices and upon such other terms as Administrative Agent deems advisable. may deem commercially reasonable. (c) Each Pledgor Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days’ days prior to any such sale and such notice shall (i) describe Agent and such Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to such Pledgor an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public sale disposition or the time after which any private sale is to be made shall constitute reasonable notification of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended dispositionmade. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase purchase, lease, license or other disposition of the Pledged Collateral or any portion thereof free for the account of any right or equity Agent (on behalf of redemption in each PledgorLenders). Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor Debtor hereby specifically waives (and, as applicable, releases), any right or equity all rights of redemption, and any right of stay or appraisal, which such Pledgor it has or may have under any law now existing or hereafter enacted. (cd) Each Pledgor acknowledges that neither Administrative Agent nor If an Event of Default has occurred and is continuing, each Debtor hereby irrevocably authorizes and empowers Agent, without limiting any other authorizations or empowerments contained in any of the Lenders other Loan Documents, to assert, either directly or on behalf of such Debtor, any claims such Debtor may have, from time to time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Debtor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). (e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any deposit account shall be liable for applied in accordance with the applicable provisions of the Credit Agreement. (f) Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Agent and that Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Agent to seek and obtain specific performance of other obligations of such Debtor contained in this Agreement, that the covenants of such Debtor contained in the Sections referred to in this Section shall be specifically enforceable against such Debtor. (g) No failure or delay in realizing upon or collecting on the Obligations, part of Agent or any guaranty Lender in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or collateral security therefore; any other right, power or privilege. All rights and each Pledgor further acknowledges that neither Administrative Agent nor remedies existing under this Agreement are cumulative to, and not exclusive of, any Lender shall have any duty to take any action with respect theretorights or remedies otherwise available.

Remedial Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, Administrative Agent and its attorneys may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Administrative Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s 's board or at any of Administrative Agent’s 's offices (or those of Administrative Agent’s 's attorneys), ) or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent deems advisable. Each The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ ' notice to such the Pledgor 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 of such matters; providedPROVIDED, that no notification need be given to such the Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), ) for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in each the Pledgor. Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each The Pledgor recognizes that Administrative Agent may be unable to effect a public sale of all or part of the Pledged Collateral and 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 such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each the Pledgor hereby specifically waives (and, as applicable, releases), ) any right or equity of redemption, and any right of stay or appraisal, which such the Pledgor has or may have under any law now existing or hereafter enacted. (c) Each The Pledgor acknowledges that neither Administrative Agent nor any of the Lenders shall be liable for any failure or delay in realizing upon or collecting the Obligations, or any guaranty thereof or collateral security therefore; and each the Pledgor further acknowledges that neither Administrative Agent nor any Lender shall have any duty to take any action with respect thereto.