Common use of REMEDIES IN CASE OF EVENTS OF DEFAULT Clause in Contracts

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereof; (b) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (c) to vote all or any part of the Pledged Securities (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (d) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default and the Collateral Agent has given written notice to the Pledgor in accordance with Article X of the Credit Agreement, then and in every such case, the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Credit Document, any Interest Rate Protection or Other Hedging Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, Uniform Commercial Code and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby the Collateral Agent agrees to be exercise in a commercially reasonablereasonable manner: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofto the Pledgor; (b) to transfer all or any part of the Collateral into the Pledgee’s Collateral Agent's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note at such times and under the conditions set forth therein; (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto in a commercially reasonable manner as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do soso upon the occurrence and during the continuance of an Event of Default provided that the Collateral Agent has delivered written notice to the Pledgor in accordance with Article X of the Credit Agreement); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent may determine in its absolute discretion may determinea commercially reasonable manner, provided that at least 10 days’ prior ' written notice of the -------- time and place of any such sale shall be given to such the Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunderhereunder other than the Pledgor's right to receive any excess proceeds or Collateral remaining after payment in full of the Obligations, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any Secured Creditor shall be liable for failure to collect (except in such cases where the Collateral Agent bids for and purchases all or part of the Collateral) or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereof; (b) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (c) to vote all or any part of the Pledged Securities (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (d) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default and the Collateral Agent has given written notice to the Borrower in accordance with Section 10 of the Credit Agreement to the extent such notice is required pursuant to Section 10 of the Credit Agreement, then and in every such case, the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Credit Document, any Interest Rate Protection Agreement or Other Hedging Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby the Collateral Agent agrees to be exercise in a commercially reasonablereasonable manner: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofto the Pledgor (excluding Permitted Tax Distribution, which shall be payable to and may be retained by the Pledgor); (b) to transfer all or any part of the Collateral into the Pledgee’s Collateral Agent's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note at such times and under the conditions set forth therein; (d) to vote all or any part of the Pledged Securities Stock and/or Pledged Interests (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto in a commercially reasonable manner as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do soso upon the occurrence and during the continuance of an Event of Default provided that the Collateral Agent has delivered written notice to the Borrower in accordance with Section 10 of the Credit Agreement to the extent such notice is required pursuant to Section 10 of the Credit Agreement); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent may determine in its absolute discretion may determinea commercially reasonable manner, provided that at least 10 days’ prior ' written notice of the time and place of any such sale shall be given to such the Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunderhereunder other than the Pledgor's right to receive any excess proceeds or Collateral remaining after payment in full of the Obligations, and all rights, if any, of marshalling marshaling the Collateral and any other security for the Obligations obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any Secured Creditor shall be liable for failure to collect (except in such cases where the Collateral Agent bids for and purchases all or part of the Collateral) or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default and the Collateral Agent has given written notice to the Borrower in accordance with Section 10 of the Credit Agreement to the extent such notice is required pursuant to Section 10 of the Credit Agreement, then and in every such case, the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Credit Document, any Interest Rate Protection Agreement or Other Hedging Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby the Collateral Agent agrees to be exercise in a commercially reasonablereasonable manner: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofto the Pledgors; (b) to transfer all or any part of the Collateral into the Pledgee’s Collateral Agent's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note at such times and under the conditions set forth therein; (d) to vote all or any part of the Pledged Securities Stock and/or Pledged Interests (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto in a commercially reasonable manner as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do soso upon the occurrence and during the continuance of an Event of Default provided the Collateral Agent has delivered written notice to the Borrower in accordance with Section 10 of the Credit Agreement to the extent such notice is required pursuant to Section 10 of the Credit Agreement); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent may determine in its absolute discretion may determinea commercially reasonable manner, provided that at least 10 days’ prior ' written notice of the time and place of any such sale shall be given to such the applicable Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, other than such Pledgor's right to receive any excess proceeds or Collateral remaining after payment in full of the Obligations, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any Secured Creditor shall be liable for failure to collect (except in such cases where the Collateral Agent bids for and purchases all or part of the Collateral) or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default and the Collateral Agent has given written notice to the Pledgor in accordance with Article X of the Credit Agreement, then and in every such case, the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Credit Document, any Interest Rate Protection or Other Hedging Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, Uniform Commercial Code and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby the Collateral Agent agrees to be exercise in a commercially reasonablereasonable manner: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofto the Pledgor; (b) to transfer all or any part of the Collateral into the Pledgee’s Collateral Agent's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note at such times and under the conditions set forth therein; (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto in a commercially reasonable manner as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgorthe Collateral Agent, with full power of substitution to do soso upon the occurrence and during the continuance of an Event of Default provided the Collateral Agent has delivered written notice to the Pledgor in accordance with Article X of the Credit Agreement); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent may determine in its absolute discretion may determinea commercially reasonable manner, provided that at least 10 days’ prior ' written notice of the -------- time and place of any such sale shall be given to such the Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunderhereunder other than the Pledgor's right to receive any excess proceeds or Collateral remaining after payment in full of the Obligations, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any Secured Creditor shall be liable for failure to collect (except in such cases where the Collateral Agent bids for and purchases all or part of the Collateral) or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; law (provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interestinterest unless otherwise required pursuant to the Credit Agreement or any other Loan Document), and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereof; (b) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (c) to vote all or any part of the Pledged Securities (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (d) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations, the Secured Foreign Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default and the Collateral Agent has given written notice to the Company of its intent to exercise all or any of its rights under this Section 7, then and in every such case, the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other the Senior Secured Debt Agreement Notes or the Indenture, or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby the Collateral Agent agrees to be exercise in a commercially reasonablereasonable manner: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofto the Pledgors; (b) to transfer all or any part of the Collateral into the PledgeeCollateral Agent’s name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note at such times and under the conditions set forth therein; (d) to vote all or any part of the Pledged Securities Stock and/or Pledged Interests (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto in a commercially reasonable manner as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do soso upon the occurrence and during the continuance of an Event of Default provided the Collateral Agent has delivered written notice to the Company of its intent to exercise all or any of its rights under this clause (d); and) (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent may determine in its absolute discretion may determinea commercially reasonable manner, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to such the applicable Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, other than such Pledgor’s right to receive any excess proceeds or Collateral remaining after the occurrence of marshalling the Collateral and any other security for the Obligations or otherwiseTermination Date. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any Secured Creditor shall be liable for failure to collect (except in such cases where the Collateral Agent bids for and purchases all or part of the Collateral) or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default, then and in every such case, the Pledgee shall be entitled to (i) exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to (ii) exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve Uniform Commercial Code and protect such security interest, and also shall be entitled, (iii) without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofhereof to the Pledgor; (b) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (de) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ ' prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, Uniform Commercial Code and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereof; (b) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ prior ' written notice of the time and place of any such sale shall be given to such Pledgor. The Each Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default (a) If there shall have occurred and be continuingcontinuing an Event of Default, then and in every such case, the Pledgee shall be entitled to (i) exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to (ii) exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve Uniform Commercial Code and protect such security interest, and also shall be entitled, (iii) without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a1) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofhereof to the Pledgor; (b2) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (c3) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (4) to vote all or any part of the Pledged Securities Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such PledgorPledgor for such purpose, with full power of substitution to do sosubstitution, such appointment is coupled with an interest and is irrevocable); and; (d5) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ ' written prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (6) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash and other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations, in the manner provided by Section 11 of the Intercreditor Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall be governed by Chapters 8 and 9 of the Louisiana Commercial Laws, Louisiana R.S. 10:8-101 et seq. and 10:9-101 et seq., as amended from time to time hereinafter, (collectively, the "Louisiana UCC") to the extent that any security interest in any of the Collateral located in the State of Louisiana, and any remedies hereunder with respect thereto, are required to be governed by, and interpreted in accordance with, the laws of the State of Louisiana. (c) If an Event of Default shall occur and be continuing, the Pledgee shall have all remedies available to a secured party under the Louisiana UCC in addition to the other remedies provided elsewhere in this Agreement, including, without limitation, the right to elect to assume the Limited Liability Company Interests or Partnership Interests of any Pledgor upon notice to such Pledgor to the extent provided by applicable law and the documents creating such interests. For purposes of executory process under the laws of the State of Louisiana, each Pledgor hereby acknowledges the Obligations and confesses judgment in favor of the Pledgee for the benefit of the Secured Creditors, for the full amount of the Obligations, including, without limitation, principal, interest, attorneys' fees, court costs, and all other fees, expenses and charges. (d) Each Pledgor hereby expressly waives, to the fullest extent permitted by Louisiana law, the benefit of appraisement provided for in Articles 2332, 2336, 2723 and 2724 of the Louisiana Code of Civil Procedure and all other laws of the State of Louisiana conferring such benefits and the demand and three days' delay accorded by Articles 2639 and 2721 of the Louisiana Code of Civil Procedure.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default, then and in every such case, the Pledgee shall be entitled to (i) exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to (ii) exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve Uniform Commercial Code and protect such security interest, and also shall be entitled, (iii) without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofhereof to the Pledgor; (b) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications ratifica-tions in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Credit Document, any Interest Rate Protection Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that Uniform Commercial Code as then in no event shall any actions be required effect in any the relevant jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofto the Pledgor; (b) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be ac celerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note; (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect re spect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do so); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided PROVIDED that at least 10 days’ prior ' written notice of the time and place of any such sale shall be given to such the Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, (i) the Pledgee Pledgee, on behalf of the Secured Creditors Creditors, and any Secured Creditor may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemptionredemption and (ii) may use and apply any of the Obligations owed to it (or, in the case of Pledgor, any or all of the Obligations owed to the Secured Creditors) as a credit on account of the purchase price payable at such sale. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, Uniform Commercial Code and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such the Pledgor under Section 6 hereof; (b) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-–in-–fact of such the Pledgor, with full power of substitution to do so); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 15 business days’ prior written notice of the time and place of any such sale shall be given to such the Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default, then and in every such case, the Pledgee shall be entitled to (i) exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to (ii) exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve Uniform Commercial Code and protect such security interest, and also shall be entitled, (iii) without limitation, to exercise exer cise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofhereof to the Pledgor; (b) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon in accordance with its terms); (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing appointing, upon the occurrence and continuation of an Event of Default, the Pledgee the proxy and attorney-in-in- fact of such Pledgor, with full power of substitution to do so); and (de) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ ' prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, Uniform Commercial Code and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such the Pledgor under Section SECTION 6 hereof; (b) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do so); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided PROVIDED that at least 10 15 business days’ prior ' written notice of the time and place of any such sale shall be given to such the Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; law (provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interestinterest unless otherwise required pursuant to the Credit Agreement or any other Loan Document), and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereof; (b) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees;; ​ ​ (c) to vote all or any part of the Pledged Securities (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (d) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations, the Secured Foreign Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default, then and in every such case, the Pledgee shall be entitled to (i) exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to (ii) exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve Uniform Commercial Code and protect such security interest, and also shall be entitled, (iii) without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofhereof to the Pledgor; (b) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (de) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided PROVIDED that at least 10 days’ ' prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default (a) If there shall have occurred and be continuingcontinuing an Event of Default, then and in every such case, the Pledgee shall be entitled to (i) exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to (ii) exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve Uniform Commercial Code and protect such security interest, and also shall be entitled, (iii) without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a1) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofhereof to the Pledgor; (b2) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (c3) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (4) to vote all or any part of the Pledged Securities Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such PledgorPledgor for such purpose, with full power of substitution to do sosubstitution); and; (d5) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ ' written prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (6) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash and other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations, in the manner provided by Section 11 of the Intercreditor Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall be governed by Chapters 8 and 9 of the Louisiana Commercial Laws, Louisiana R.S. 10:8-101 et seq. and 10:9-101 et seq. (collectively, the "Louisiana UCC") to the extent that any security interest in any of the Collateral located in the State of Louisiana, and any remedies hereunder with respect thereto, are required to be governed by, and interpreted in accordance with, the laws of the State of Louisiana. (c) If an Event of Default shall occur and be continuing, the Pledgee shall have all remedies available to a secured party under the Louisiana UCC in addition to the other remedies provided elsewhere in this Agreement, including, without limitation, the right to elect to assume the Limited Liability Company Interests or Partnership Interests of any Pledgor upon notice to such Pledgor to the extent provided by applicable law and the documents creating such interests. For purposes of executory process under the laws of the State of Louisiana, each Pledgor hereby acknowledges the Obligations and confesses judgment in favor of the Pledgee for the benefit of the Secured Creditors, for the full amount of the Obligations, including, without limitation, principal, interest, attorneys' fees, court costs, and all other fees, expenses and charges. (d) Each Pledgor hereby expressly waives, to the fullest extent permitted by Louisiana law, the benefit of appraisement provided for in Articles 2332, 2336, 2723 and 2724 of the Louisiana Code of Civil Procedure and all other laws of the State of Louisiana conferring such benefits and the demand and three days' delay accorded by Articles 2639 and 2721 of the Louisiana Code of Civil Procedure.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default and the Collateral Agent has given written notice thereof to the Company in accordance with Article Six of the Indenture to the extent such notice is required pursuant to Article Six of the Indenture, then and in every such case, the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other the Senior Secured Debt Agreement Notes or the Indenture, or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby the Collateral Agent agrees to be exercise in a commercially reasonablereasonable manner: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofto the Pledgors; (b) to transfer all or any part of the Collateral into the Pledgee’s Collateral Agent's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note at such times and under the conditions set forth therein; (d) to vote all or any part of the Pledged Securities Stock and/or Pledged Interests (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto in a commercially reasonable manner as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do soso upon the occurrence and during the continuance of an Event of Default provided the Collateral Agent has delivered written notice thereof to the Company in accordance with Article Six of the Indenture to the extent such notice is required pursuant to Article Six of the Indenture); and (de) to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent may determine in its absolute discretion may determinea commercially reasonable manner, provided that at least 10 days’ prior ' written notice of the time and place of any such sale shall be given to such the applicable Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, other than such Pledgor's right to receive any excess proceeds or Collateral remaining after the occurrence of marshalling the Collateral and any other security for the Obligations or otherwiseTermination Date. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any Secured Creditor shall be liable for failure to collect (except in such cases where the Collateral Agent bids for and purchases all or part of the Collateral) or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default, then and in every such case, the Pledgee Collateral Agent shall be entitled to (i) exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement the Indenture or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to (ii) exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that Uniform Commercial Code as in no event shall any actions be required effect on the date hereof in any jurisdiction outside the United States to establish, perfect, preserve State of New York (the "Uniform Commercial Code") and protect such security interest, and also shall be entitled, (iii) without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (a) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofhereof to the Pledgor; (b) to transfer all or any part of the Collateral into the Pledgee’s Collateral Agent's name or the name of its nominee or nominees; (c) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (de) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent in its absolute discretion may determine, provided that at least 10 days’ ' prior written notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors Noteholders may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any Secured Creditor other Noteholder shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or by any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest, Uniform Commercial Code and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (ai) to receive all amounts payable in respect of the Collateral otherwise payable to such the Pledgor under Section 6 hereof; (bii) to transfer all or any part of the Collateral Pledged Stock into the Pledgee’s 's name or the name of its nominee or nomineesnominees (the Pledgee agrees to promptly notify the Pledgor after such transfer; PROVIDED, HOWEVER, that the failure to give such notice shall not affect the validity of such transfer); (ciii) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do so); and (div) at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine; PROVIDED, provided that at least 10 days’ prior written Business Days' notice of the time and place of any such sale shall be given to such the Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default shall have occurred and be continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or by any other Secured Debt Agreement Credit Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC or other applicable law; provided that Uniform Commercial Code as in no event shall any actions be required effect in any jurisdiction outside the United various relevant States to establish, perfect, preserve and protect such security interest, and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (ai) to receive all amounts payable in respect of the Collateral otherwise payable to such the Pledgor under Section 6 7 hereof; (bii) to transfer all or any part of the Collateral Pledged Stock into the Pledgee’s 's name or the name of its nominee or nomineesnominees (the Pledgee agrees to promptly notify the Pledgor after such transfer; provided, however, that the failure to give such notice shall not affect the validity of such transfer); (ciii) to vote all or any part of the Pledged Securities Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral Pledged Stock and otherwise act with respect thereto as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do so); and; (div) at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by lawPledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine; provided, provided that at least 10 days’ prior written Business Days' notice of the time and place of any such sale shall be given to such the Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling marshaling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to withdraw any Collateral from the Cash Collateral Account and apply the same to the Obligations.

REMEDIES IN CASE OF EVENTS OF DEFAULT. In case an Event of Default If there shall have occurred and be continuingcontinuing an Event of Default that shall not have been cured within any applicable grace period, then and in every such case, the Pledgee Pledgees shall be entitled to (i) exercise all of the rights, powers and remedies (whether vested in it them by this Pledge Agreement, the Term Loan Agreement, any other Secured Debt Agreement Loan Documents or by law) for the protection and enforcement of its their rights in respect of the Collateral, and the Pledgee shall be entitled to (ii) exercise all of the rights and remedies of a secured party under the UCC or other applicable law; provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interestUCC, and also shall be entitled, (iii) without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (a) the Pledgees shall have the right to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereofhereof to the Pledgor; (b) the Pledgees shall have the right to transfer all or of any part of the Collateral into the Pledgee’s name Pledgees' names or the name of its their nominee or nominees; (c) the Pledgees shall have the right to vote any and all or any part shares of stock comprised in the Pledged Securities Collateral (whether or not transferred into to the name of the PledgeePledgees or their nominees) and to give all consents, waivers waivers, and ratifications in respect of thereof, and in such event and for such purposes, the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting constitutes and appointing appoints Charter One, for the Pledgee benefit of the Pledgees, the proxy and attorney-in-fact of such the Pledgor, with full power of substitution substitution, to do so); and (d) the Pledgees shall have the right, upon at least 15 days' written notice to the Pledgor, but without further demand, advertisement or notice of any kind (all of which are hereby expressly waived by the Pledgor), to sell, assign and deliver, or grant options to purchase, all deliver the whole or any part of the Collateral, or any interest therein, at any time or times, within or without the City of Cleveland, Ohio at public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor to the maximum extent permitted by law), for cash, or on credit credit, or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ prior written notice of the time and place of any such sale Pledgees shall determine to be given to such Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereundercommercially reasonable, and all rightsin connection therewith, if any, of marshalling the Collateral and at any other security for the Obligations or otherwise. At any such public sale, unless prohibited by applicable lawthe Pledgees, or either of them, may purchase and hold the Pledgee on behalf of the Secured Creditors may bid for and purchase all whole or any part of the Collateral so sold sold, free from any such right of redemption on the part of the Pledgor, which right the Pledgor hereby waives and releases. For purposes of this subsection (d), an agreement to sell all or equity any part of redemption. Neither the Pledgee nor any Secured Creditor Collateral shall be treated as a sale of such Collateral and the Pledgees shall be free to carry out the sale of any Collateral pursuant to any such agreement, and the Pledgor shall not be entitled to the return of any such Collateral subject thereto, notwithstanding that after the Pledgees shall have entered into such an agreement, the default may have been remedied. The proceeds of any sale of Collateral shall be applied (i) first to the expenses of taking, holding and preparing for sale or disposition and of sale or disposition and the like (including reasonable attorneys' fees), (ii) next to the Obligations secured under Section 2 hereof, on a pro rata basis to each Pledgee, (iii) next to the holder of any subordinate security interest therein if written notification of demand therefor is received before distribution of the proceeds, and (iv) lastly, any surplus to the Pledgor. The Pledgor shall nevertheless remain liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard theretodeficiency.