Common use of Remedies in General Clause in Contracts

Remedies in General. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable, the right at any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of Pledgee, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balance, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided in this Section 7, the right at any time and from time to time, but not the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable law.

Remedies in General. Upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, Pledgee shall havethe Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the Collateral Agent, without obligation to resort to other security or to recourse against any guarantor demand of performance or other party secondarily liabledemand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or expressly provided for) to or upon the right at Grantor or any time other Person (all and from time each of which demands, defenses, advertisements and notices are, to time to the extent permitted by applicable law, hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, reselllicense, assign assign, give option or options to purchase, or otherwise dispose of and deliver, in Pledgee's discretion, all deliver the Collateral or any part thereof (or contract to do any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereofforegoing), at public or private salesale or sales, at any exchange, broker's board or office of the Collateral Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, upon cash or on credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that delivery without assumption of any credit risk. The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any and all equity and right of redemption shall be automatically waived and released without such private sale or sales, to purchase the whole or any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being Collateral so sold, free of any right or equity of redemption in the Grantor, which right or right of redemptionequity is hereby waived, to the extent permitted by applicable law, or released. The Grantor further agrees that, if an Event of Default has occurred and is continuing, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at the Grantor's premises or elsewhere. The Collateral Agent shall apply the net proceeds of each any such sale shall be applied to the payment of collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind for sale incurred therein or delivery, including reasonable compensation incidental to the agents care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent hereunder, including, without limitation, reasonable attorneys' fees and attorneys of Pledgeedisbursements, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment in whole or in part of the Obligations Obligations, in such order as Pledgee the Collateral Agent may deem fit. The balanceelect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, remaining after payment in full to the Grantor. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent arising out of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance exercise by it of an Event of Defaultany rights hereunder, Pledgee shall also haveprovided, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided that nothing contained in this Section 78 shall relieve the Collateral Agent from liability arising solely from its gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the right at proceeds of any time and from time to time, but not the obligation, to exercise ownership sale or other disposition of the Pledged Securities Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent to take all actions as may be permitted under applicable lawcollect such deficiency.

Remedies in General. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable, the right at any time and from time to time to sell, resell, assign and deliverDefault (and, in Pledgee's discretionthe case of any exercise of rights or remedies under Section 7, all or any after written notice revoking the applicable Debtor’s rights described in Section 7(a) has been given by the Administrative Agent to the Debtors, which written notice shall be given at least one (1) day before such notice shall be in effect): (a) The Administrative Agent may exercise in respect of the Pledged SecuritiesCollateral, in addition to other rights and remedies provided for herein or otherwise available to it under the Credit Agreement or any other Loan Document, all the rights and remedies of a secured party under the UCC and other applicable laws, and the Administrative Agent may also, without notice except as specified below, sell the Pledged Shares or any part thereof in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, at any exchange, broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, upon on credit or for immediate or future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Debtor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the Debtors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Pledged Shares regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by applicable law, each Debtor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Pledged Shares may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Shares to more than one offeree. (b) Each Debtor recognizes that, by reason of the aforementioned requirements and certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Administrative Agent may, at its option, elect not to require the Debtors to register the offering or prices sale of all or any part of the Pledged Shares under the provisions of the Securities Act of 1933 and on may therefore be compelled, with respect to any sale of all or any part of the Pledged Shares, to limit purchasers to those who will agree, among other things, to acquire such terms as Pledgee may determinesecurities for their own account, Pledgor hereby agreeing for investment, and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that upon any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any and all equity and right of redemption such sale shall be automatically waived and released without any further action on deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay the part sale of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Shares for the period of time necessary to permit the Debtors to register such securities for public sale under the Securities being soldAct of 1933, free of or under applicable state securities laws, even if the Debtors would agree to do so. (c) If the Administrative Agent determines to exercise its right to sell any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of Pledgee, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balancePledged Shares, if anyupon written request, remaining after payment in full each Debtor shall and shall cause, each of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Defaultits Subsidiaries to, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided in this Section 7, the right at any time and from time to time, but not furnish to the obligationAdministrative Agent all such information as the Administrative Agent may request in order to determine the number of shares and other instruments included in the Pledged Shares which may be sold by the Administrative Agent as exempt transactions under the Securities Act of 1933 and rules of the commission thereunder, as the same are from time to exercise ownership time in effect. (d) In connection with any disposition of the Pledged Shares, if the Administrative Agent elects to obtain the advice of an investment banking firm, such firm shall be selected by the Debtors from among three nationally known investment banking firms which are member firms of the New York Stock Exchange, which three firms shall be proposed by the Administrative Agent to the Debtors. Such selection by the Debtors shall be made within five (5) Business Days after receipt by the Debtors of the names of the firms proposed by the Administrative Agent. In the absence of such selection by the Debtors within such period, the Administrative Agent may select any one of such firms. The Debtors agree that the sale or other disposition of all or any part of the Pledged Shares in reliance on the advice of the investment banking firm so selected shall be deemed to be commercially reasonable under the UCC and otherwise proper. (e) The Debtors shall, jointly and severally, indemnify and hold harmless the Administrative Agent, the Lenders and any underwriter or financial advisor to the Administrative Agent or the Lenders (and the officers, directors, shareholders, employees, attorneys, and agents of each of them), from and against any and all loss, liability, claim, damage and expense (including, without limitation, attorney costs) under the Securities Act of 1933, any “Blue Sky” law or otherwise insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement or alleged untrue statements of a material fact contained in a registration statement or prospectus or on any preliminary prospectus or any amendment or supplement thereto, or arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of the Administrative Agent, the Lenders or any underwriter or financial advisor or any other person or entity indemnified hereunder. This indemnification does not apply to losses, claims, damages, liabilities or expenses that are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the issuer of such Pledged Shares by the Administrative Agent or on the Administrative Agent’s behalf expressly for use therein. (f) Any and to take all actions as expenses which may be permitted under applicable lawcharged to or for the account of Administrative Agent or the Lenders hereunder, including brokers’ or underwriters’ commissions or discounts, financial advisory fees, accounting fees, attorney costs, costs of printing and other expenses of offering, sale, or transfer shall be reimbursed by or charged to the Debtors pursuant to the terms of Section 14. (g) Any cash held by the Administrative Agent as Pledged Collateral and all cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Shares shall be applied by the Administrative Agent as specified in the Credit Agreement.

Remedies in General. Upon Following the occurrence and during the continuance of an Event of Default, Pledgee the Administrative Agent shall havebe entitled to exercise all of its rights, powers and remedies (whether vested in it by this Agreement, the other Loan Documents or by law) for the protection and enforcement of its rights in respect of the Securities Collateral, and the Administrative Agent shall be entitled, without obligation limitation, to resort exercise the following rights and remedies (in addition to the rights and remedies of a secured party under the NY UCC), which the Pledgor hereby agrees are commercially reasonable: (a) to cause the Pledged Securities and any other security Securities constituting Securities Collateral to be transferred into its own name or the name(s) of its nominee(s) or successor(s) in interest on the books of the Issuer of such Securities; (b) to recourse against collect, receive and hold as Cash Collateral for the Obligations (or apply the same to any guarantor Obligation) all dividends, distributions and other income on the Pledged Securities and the other Securities Collateral; (c) to vote all or any part of the Pledged Securities (whether or not transferred into the name of a Person other party secondarily liablethan the Pledgor pursuant to clause (a)) and give all consents, waivers and ratifications in respect of the right Securities Collateral and otherwise act with respect thereto as though the Administrative Agent was the outright owner thereof; (d) to demand, sue for, collect or make any compromise or settlement the Administratxxx Agent deems suitable in respect of any Securities Collateral; (e) subject to applicable law, at any time and or from time to time to sell, resell, assign and deliver, in Pledgee's discretionor grant options to purchase, all or any part of the Pledged SecuritiesSecurities Collateral, or any interest therein in one or more parcels at accordance with the same or different times, and all right, title, interest, claim and demand therein and right provisions of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale Section 6.02; and (f) to set off against the Obligations any and all equity sums deposited with the Administrative Agent or held by it, including without limitation, any sums or Financial Assets standing to the credit of the Cash Collateral Account and right of redemption shall be automatically waived and released any Time Deposits issued by the Administrative Agent. The Administrative Agent may enforce its rights hereunder without any further action on the part other notice and without compliance with any other condition precedent now or hereafter imposed by statute, rule of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement law or notice, otherwise (all of which are hereby expressly waived. In waived by the event of any such salePledgor, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of Pledgee, and all other expenses, liabilities and advances made or incurred fullest extent permitted by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balance, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided in this Section 7, the right at any time and from time to time, but not the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable law).

Remedies in General. Upon In the occurrence event of acceleration pursuant to Subsection 9.2.1 (Acceleration upon Insolvency) or Subsection 9.2.2 (Acceleration upon Other Defaults), all principal and during the continuance of an Event of Defaultinterest, Pledgee premium, fees, and other amounts shall havethereupon become and be immediately due and payable, without obligation to resort to other security or to recourse against any guarantor presentation, demand, protest, notice of protest or other party secondarily liable, the right at notice of dishonor of any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or noticekind, all of which are hereby expressly waivedwaived by the Borrower; and the Administrative Agent (acting directly or through appointment of one or more trustees of the Administrative Agent’s choosing) may proceed to protect and enforce its rights and those of the Issuing Bank and the Lenders under the Loan Documents in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise. In addition to all other rights hereunder or under Law, the event Administrative Agent shall have the right to institute proceedings in equity or other appropriate proceedings for the specific performance of any such salecovenant or agreement made in any of the Loan Documents or for an injunction against the violation of any of the terms of any of the Loan Documents or in aid of the exercise of any power granted in any of the Loan Documents or by Law or otherwise. Further, Pledgee shall, at least 10 days before the sale, give Pledgor notice Administrative Agent shall be entitled to the appointment of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee a trustee or Pledgor may purchase receiver for all or any part of the Pledged Securities being soldbusinesses of the Borrower or any of its Subsidiaries, free which trustee or receiver shall have such powers as may be conferred by the appointing authority. All rights and remedies given by this Agreement, the Notes and the other Loan Documents are cumulative and not exclusive of any equity of such rights or right remedies or of redemption. The proceeds of each such sale shall be applied any other rights or remedies available to the payment of all costs and expenses of every kind for sale Administrative Agent, the Issuing Bank or delivery, including reasonable compensation to the agents and attorneys of Pledgeeany Lender, and all other expensesno course of dealing between the Borrower or any of its Subsidiaries, liabilities and advances made or incurred by Pledgee in connection therewithon one hand, and after deducting such costs and expenses from the proceeds of saleAdministrative Agent, Pledgee shall apply the Issuing Bank or any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balanceLender, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to on the other remedies provided hand, or any delay or omission in this Section 7exercising any right or remedy shall operate as a waiver of any right or remedy, the and every right at any time and remedy may be exercised from time to time, but not time and as often as shall be deemed appropriate by the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable lawAdministrative Agent.

Remedies in General. Upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing the Holder may exercise, Pledgee shall havein addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the Holder, without obligation to resort to other security or to recourse against any guarantor demand of performance or other party secondarily liabledemand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or expressly provided for) to or upon the right at Grantor or any time other Person (all and from time each of which demands, defenses, advertisements and notices are, to time to the extent permitted by applicable law, hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, reselllicense, assign assign, give option or options to purchase, or otherwise dispose of and deliver, in Pledgee's discretion, all deliver the Collateral or any part thereof (or contract to do any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereofforegoing), at public or private salesale or sales, at any exchange, broker’s board or office of the Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, upon cash or on credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that delivery without assumption of any credit risk. The Holder shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any and all equity and right of redemption shall be automatically waived and released without such private sale or sales, to purchase the whole or any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being Collateral so sold, free of any right or equity of redemption in the Grantor, which right or right of redemptionequity is hereby waived, to the extent permitted by applicable law, or released. The Grantor further agrees that, if an Event of Default has occurred and is continuing, at the Holder’s request, the Grantor shall assemble the Collateral and make it available to the Holder at places which the Holder shall reasonably select, whether at the Grantor’s premises or elsewhere. The Holder shall apply the net proceeds of each any such sale shall be applied to the payment of collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind for sale incurred therein or delivery, including reasonable compensation incidental to the agents care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Holder hereunder, including, without limitation, reasonable attorneys’ fees and attorneys of Pledgeedisbursements, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment in whole or in part of the Obligations Obligations, in such order as Pledgee the Holder may deem fit. The balanceelect, and only after such application and after the payment by the Holder of any other amount required by any provision of law, need the Holder account for the surplus, if any, remaining after payment in full to the Grantor. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Holder arising out of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance exercise by it of an Event of Defaultany rights hereunder, Pledgee shall also haveprovided, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided that nothing contained in this Section 78 shall relieve the Holder from liability arising solely from its gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the right at proceeds of any time and from time to time, but not the obligation, to exercise ownership sale or other disposition of the Pledged Securities Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Holder to take all actions as may be permitted under applicable lawcollect such deficiency.

Remedies in General. Upon the occurrence and during the continuance of an Event of Default: (a) The Agent may exercise in respect of the Pledged Collateral, Pledgee shall havein addition to other rights and remedies provided for herein or otherwise available to it under the Credit Agreement or any other Loan Document, all the rights and remedies of a secured party under the UCC and other applicable laws, and the Agent may also, without obligation to resort to other security notice except as specified below, sell the Pledged Collateral or to recourse against any guarantor part thereof in one or other party secondarily liablemore parcels at public or private sale, the right at any exchange, broker's board or at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to sellwhich it was so adjourned. The Pledgor hereby waives any claims against the Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, reselleven if the Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree, assign so long as such sale is conducted in a commercially reasonable manner and deliver, in Pledgee's discretion, made on commercially reasonable terms. (b) If the Agent shall determine to exercise its right to sell all or any of the Pledged SecuritiesCollateral pursuant to this Section, the Pledgor agrees that, upon request of the Agent, the Pledgor will, at its own expense: (i) execute and deliver and cause each issuer of Pledged Collateral to execute and deliver all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in one or more parcels at the same or different timesopinion of the Agent, advisable to register such Pledged Collateral under the provisions of the Securities Act of 1933, as from time to time amended (the "SECURITIES ACT"), in accordance with the intended method of distribution thereof, and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all rightamendments and supplements thereto and to the related prospectus which, titlein the opinion of the Agent, interestare necessary or advisable, claim all in conformity with the requirements of the Securities Act and demand therein the rules and right regulations of redemption thereofthe Securities and Exchange Commission (the "COMMISSION") applicable thereto; (ii) qualify the Pledged Collateral under the state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral in any state, as requested by the Agent; (iii) cause each issuer of the Pledged Collateral to enter into customary agreements and take such other actions as are required in order to expedite or facilitate the disposition of such Pledged Collateral, as Agent or the managing underwriter therefor requests, and will cause each issuer of Pledged Collateral otherwise to comply with all applicable rules and regulations of the Commission; and (iv) do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law. The Pledgor further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Agent or the Bank Parties by reason of the failure by the Pledgor to perform any of the covenants contained in this Section 11(b) and, consequently, agrees that, if the Pledgor shall fail to perform any of such covenants, the Agent shall be entitled to specific performance. (c) The Pledgor recognizes that, by reason of the aforementioned requirements and certain prohibitions contained in the Securities Act and applicable state securities laws, the Agent may, at public its option, elect not to require the Pledgor to register the offering or private salesale of all or any part of the Pledged Collateral under the provisions of the Securities Act and may therefore be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for cash, upon credit or for immediate or future deliveryinvestment, and at such price not with a view to the distribution or prices resale thereof. The Pledgor acknowledges and on such terms as Pledgee may determine, Pledgor hereby agreeing agrees that upon any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any and all equity and right such sale shall not be deemed to have been made in a manner not commercially reasonable solely by reason of redemption such sale's being conducted in such manner. The Agent shall be automatically waived and released without any further action on under no obligation to delay the part sale of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Collateral for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities being soldAct, free or under applicable state securities laws, even if the Pledgor would agree to do so. (d) If the Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, the Pledgor shall, and shall cause each of its Subsidiaries to, from time to time, furnish to the Agent all such information as the Agent may reasonably request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Agent as exempt transactions under the Securities Act and rules of the Commission thereunder, as the same are from time to time in effect. (e) In connection with any disposition of the Pledged Collateral, if the Agent elects to obtain the advice of an investment banking firm, such firm shall be selected by the Pledgor from among three (3) nationally known investment banking firms which are member firms of the New York Stock Exchange, which three firms shall be proposed by the Agent to the Pledgor (and may include an Affiliate of any equity or right Bank). Such selection by the Pledgor shall be made within five (5) Business Days after receipt by the Pledgor of redemptionthe names of the firms proposed by the Agent. In the absence of such selection by the Pledgor within such period, the Agent may select any one of such firms. The proceeds Pledgor agrees that the sale or other disposition of all or any part of the Pledged Collateral in reliance on the advice of the investment banking firm so selected shall be deemed to be commercially reasonable under the UCC. (f) The Pledgor shall indemnify and hold harmless the Agent, the Bank Parties and any underwriter or financial advisor to the Agent or the Bank Parties (and the officers, directors, shareholders, employees, attorneys, and agents of each of them), from and against any and all loss, liability, claim, damage and expense (including, without limitation, attorney costs) under the Securities Act, any "Blue Sky" law or otherwise insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement or alleged untrue statements of a material fact contained in a registration statement or prospectus or on any preliminary prospectus or any amendment or supplement thereto (collectively, the "OFFERING DOCUMENTS"), or arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of the Agent, the Bank Parties or any underwriter or financial advisor or any other person or entity indemnified hereunder. This indemnification does not apply to losses, claims, damages, liabilities or expenses that are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the issuer of such Pledged Collateral by the Agent or on the Agent's behalf expressly for use in any of the Offering Documents. (g) Any and all reasonable expenses which may be charged to or for the account of the Agent or the Bank Parties hereunder, including brokers' or underwriters' commissions or discounts, financial advisory fees, accounting fees, attorney costs, costs of printing and other expenses of offering, sale, or transfer shall be reimbursed by or charged to the Pledgor pursuant to Section 16(a). (h) Any cash held by the Agent as Pledged Collateral and all cash proceeds received by the Agent in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Shares or Pledged Notes upon the exercise of any remedy by the Agent under this Section 11 shall be distributed to each Bank pro rata and shall be applied by the Agent as follows: FIRST: to the payment of all the costs and expenses of every kind for sale or deliverysuch sale, including reasonable compensation to the Agent and its agents and attorneys of Pledgeeattorneys, and of any judicial or private proceedings in which such sale may be made, and of all other expenses, liabilities and advances advanced made or incurred by Pledgee in connection therewiththe Agent, together with interest on such costs, expenses and after deducting such costs liabilities and expenses on all advances made by the Agent from the proceeds of saledate any such cost, Pledgee shall apply expense or liability is past due or unpaid or any residue such advance is made, in each case until paid in full; SECOND: to the payment of the Obligations in such order as Pledgee may deem fit. The balanceany other fees, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor costs or other party secondarily liable expenses constituting obligations under the Loan Documents other than amounts payable under subparagraph "First" above, together with interest on each such amount at the Post-Default Rate from and after the date such amount is due, owing or unpaid until paid in addition to the other remedies provided in this Section 7, the right at any time and from time to time, but not the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable law.full;

Remedies in General. Upon the occurrence and during the ------------------- continuance of an Event of Default: (a) The Agent may exercise in respect of the Pledged Collateral, Pledgee shall havein addition to other rights and remedies provided for herein or otherwise available to it under the Credit Agreement or any other Loan Document, all the rights and remedies of a secured party under the UCC and other applicable laws, and the Agent may also, without obligation to resort to other security notice except as specified below, sell the Pledged Shares or to recourse against any guarantor part thereof in one or other party secondarily liablemore parcels at public or private sale, the right at any exchange, broker's board or at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least 10 days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Pledged Shares regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to sellwhich it was so adjourned. The Pledgor hereby waives any claims against the Agent arising by reason of the fact that the price at which any Pledged Shares may have been sold at such a private sale was less than the price which might have been obtained at a public sale, resell, assign even if the Agent accepts the first offer received and deliver, in Pledgee's discretion, does not offer such Pledged Shares to more than one offeree. (b) If the Agent shall determine to exercise its right to sell all or any of the Pledged SecuritiesShares pursuant to this Section, the Pledgor agrees that, upon request of the Agent, the Pledgor will, at its own expense: (i) execute and deliver and cause each issuer of Pledged Shares to execute and deliver all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in one or more parcels at the same or different timesopinion of the Agent, advisable to register such Pledged Shares under the provisions of the Securities Act of 1933, as from time to time amended (the "Securities Act"), in accordance with the intended method of distribution thereof, and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all rightamendments and supplements thereto and to the related prospectus which, titlein the opinion of the Agent, interestare necessary or advisable, claim all in conformity with the requirements of the Securities Act and demand therein the rules and right regulations of redemption thereofthe Securities and Exchange Commission (the "Commission") applicable thereto; (ii) qualify the Pledged Shares under the state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Pledged Shares in any state, as requested by the Agent; (iii) cause each issuer of Pledged Shares to enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are required in order to expedite or facilitate the disposition of such Pledged Shares, and will cause each issuer of Pledged Shares to furnish to the Agent an opinion or opinions of counsel to such Person and a comfort letter or comfort letters from such Person's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as Agent or the managing underwriter therefor requests, and will cause each issuer of Pledged Shares otherwise to comply with all applicable rules and regulations of the Commission, and make available to its security-holders, as soon as practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (iv) do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Shares or any part thereof valid and binding and in compliance with applicable law. The Pledgor further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Agent or the Lender Parties by reason of the failure by the Pledgor to perform any of the covenants contained in this Section and, consequently, agrees that, if the Pledgor shall fail to perform any of such covenants, the Agent shall be entitled to specific performance. (c) The Pledgor recognizes that, by reason of the aforementioned requirements and certain prohibitions contained in the Securities Act and applicable state securities laws, the Agent may, at public its option, elect not to require the Pledgor to register the offering or private salesale of all or any part of the Pledged Shares under the provisions of the Securities Act and may therefore be compelled, with respect to any sale of all or any part of the Pledged Shares, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for cash, upon credit or for immediate or future deliveryinvestment, and at such price not with a view to the distribution or prices resale thereof. The Pledgor acknowledges and on such terms as Pledgee may determine, Pledgor hereby agreeing agrees that upon any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any and all equity and right of redemption such sale shall be automatically waived and released without any further action on deemed to have been made in a commercially reasonable manner. The Agent shall be under no obligation to delay the part sale of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Shares for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities being soldAct, free of or under applicable state securities laws, even if the Pledgor would agree to do so. (d) If the Agent determines to exercise its right to sell any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of Pledgee, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balancePledged Shares, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided in this Section 7upon written request, the right at any time Pledgor shall and shall cause, each of its Subsidiaries to, from time to time, but not furnish to the obligationAgent all such information as the Agent may request in order to determine the number of shares and other instruments included in the Pledged Shares which may be sold by the Agent as exempt transactions under the Securities Act and rules of the Commission thereunder, as the same are from time to exercise ownership time in effect. (e) In connection with any disposition of the Pledged Shares, if the Agent elects to obtain the advice of an investment banking firm, such firm shall be selected by the Pledgor from among three nationally known investment banking firms which are member firms of the New York Stock Exchange, which three firms shall be proposed by the Agent to the Pledgor. Such selection by the Pledgor shall be made within five Business Days after receipt by the Pledgor of the names of the firms proposed by the Agent. In the absence of such selection by the Pledgor within such period, the Agent may select any one of such firms. The Pledgor agrees that the sale or other disposition of all or any part of the Pledged Shares in reliance on the advice of the investment banking firm so selected shall be deemed to be commercially reasonable under the UCC and otherwise proper. (f) The Pledgor shall indemnify and hold harmless the Agent, the Lender Parties and any underwriter or financial advisor to the Agent or the Lender Parties (and the officers, directors, shareholders, employees, attorneys, and agents of each of them), from and against any and all loss, liability, claim, damage and expense (including, without limitation, Attorney Costs) under the Securities Act, any "Blue Sky" law or otherwise insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement or alleged untrue statements of a material fact contained in a registration statement or prospectus or on any preliminary prospectus or any amendment or supplement thereto, or arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of the Agent, the Lender Parties or any underwriter or financial advisor or any other person or entity indemnified hereunder. This indemnification does not apply to losses, claims, damages, liabilities or expenses that are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the issuer of such Pledged Shares by the Agent or on the Agent's behalf expressly for use therein. (g) Any and to take all actions as expenses which may be permitted under applicable lawcharged to or for the account of Agent or the Lender Parties hereunder, including brokers' or underwriters' commissions or discounts, financial advisory fees, accounting fees, Attorney Costs, costs of printing and other expenses of offering, sale, or transfer shall be reimbursed by or charged to the Pledgor pursuant to Section 16(a). (h) Any cash held by the Agent as Pledged Collateral and all cash proceeds received by the Agent in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Shares shall be applied by the Agent as specified in Section 8.02(d) of the Credit Agreement.

Remedies in General. Upon the occurrence and during the continuance of an Event of DefaultDefault which shall be continuing, the Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable, have the right at any time and from time to time to sell, resell, assign and deliver, in the Pledgee's discretion, all or any of the Pledged Pledge Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as the Pledgee may determine, the Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of the Pledgor, and in connection therewith the Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly expressed waived. In the event of any such sale, the Pledgee shall, at least 10 days before the sale, give the Pledgor notice of its intention to sell which notice the Pledgor agrees is reasonable. Upon each such sale, sale the Pledgee or the Pledgor may purchase all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of Pledgee, the Pledgee and all other expenses, liabilities and advances made or incurred by the Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fitObligations, the Pledgor remaining liable for any deficiency. The balance, if any, remaining after payment in full of the Obligations shall be paid over to the Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided in this Section 7, the right at any time and from time to time, but not the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable law.

Remedies in General. Upon the occurrence of any event described in Section 8.1.10 (Insolvency), the entire unpaid principal balance of the Notes, and during interest accrued and premium, if any, thereon, and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the continuance other Loan Documents, shall be immediately due and payable by the Company and the Commitment shall terminate without presentation, demand, protest, notice of an Event of Default, Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor protest or other party secondarily liable, the right at notice of dishonor of any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or noticekind, all of which are hereby expressly waivedwaived by the Company. In Upon the event occurrence of any such saleother Event of Default, Pledgee shallor at any time thereafter, at least 10 days before if any Event of Default shall then be continuing, the saleAgent may (and shall if directed by the necessary Lenders pursuant to Subsection 12.6.1 (Actions upon Default)) by written notice to the Company, give Pledgor notice declare the entire unpaid principal balance or any portion of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase the principal balance of all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of PledgeeNotes, and all other expenses, liabilities interest accrued and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balancepremium, if any, remaining after payment in full thereon and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the other Loan Documents, to be immediately due and payable by the Company and the Commitment shall terminate or, if no principal balance shall be outstanding, the Agent may terminate the Commitment. Such principal and interest, premium, fees, and other amounts shall thereupon become and be immediately due and payable, without presentation, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Company; and the Agent (acting directly or through appointment of one or more trustees of the Obligations shall be paid over Agent's choosing) may proceed to Pledgorprotect and enforce its rights and those of the Issuing Bank, the Lenders and other Senior Secured Parties under the Loan Documents in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise. Upon the occurrence and during the continuance of an Event of DefaultIt is agreed that, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to all other rights hereunder or under law, the Agent shall have the right to institute proceedings in equity or other appropriate proceedings for the specific performance of any covenant or agreement made in any of the Loan Documents or for an injunction against the violation of any of the terms of any of the Loan Documents or in aid of the exercise of any power granted in any of the Loan Documents or by law or otherwise. Further, the Lenders shall be entitled to the appointment of a trustee or receiver for all or any part of the businesses of the Company or any of its Subsidiaries, which trustee or receiver shall have such powers as may be conferred by the appointing authority. All rights and remedies given by this Agreement, the Notes and the other Loan Documents are cumulative and not exclusive of any of such rights or remedies provided or of any other rights or remedies available to the Agent or any Lender, and no course of dealing between the Company and the Agent or any Lender or any delay or omission in this Section 7exercising any right or remedy shall operate as a waiver of any right or remedy, the and every right at any time and remedy may be exercised from time to time, but not time and as often as shall be deemed appropriate by the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable lawAgent or any Lender.

Remedies in General. Upon the occurrence and during the continuance of an Event of Default: (a) The Lender may exercise in respect of the Collateral, Pledgee shall havein addition to other rights and remedies provided for herein or otherwise available to it under the Credit Agreement or any other Loan Document, all the rights and remedies of a secured party under the UCC and other applicable laws and the Lender may also, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liablenotice except as specified below, sell the right at any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all Pledged Shares or any of the Pledged Securities, part thereof in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, at any exchange, broker's board or at any of the Lender's offices or elsewhere, for cash, upon on credit or for immediate or future delivery, and upon such other terms as the Lender may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Pledged Shares regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives any claims against the Lender arising by reason of the fact that the price at which any Pledged Shares may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Lender accepts the first offer received and does not offer such Pledged Shares to more than one offeree. (b) The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Lender may be compelled, with respect to any sale of all or prices any part of the Pledged Shares, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and on such terms as Pledgee may determine, not with a view to the distribution or resale thereof. The Pledgor hereby agreeing acknowledges and agrees that upon any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and notwithstanding such circumstances, agrees that any and all equity and right of redemption such sale shall be automatically waived and released without any further action on deemed to have been made in a commercially reasonable manner. The Lender shall be under no obligation to delay the part sale of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Shares for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities being soldAct, free or under applicable state securities laws, even if the Pledgor would agree to do so. (c) If the Lender determines to exercise its right to sell any or all of the Pledged Shares, upon written request, the Pledgor shall, from time to time, furnish to the Lender all such information as the Lender may reasonably request in order to determine the number of shares and other instruments included in the Pledged Shares which may be sold by the Lender as exempt transactions under the Securities Act of 1933, as from time to time amended, and rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (d) Any and all reasonable expenses which may be charged to or for the account of Lender, including accounting fees, Attorney Costs, reasonable costs of sale or transfer shall be reimbursed by or charged to the Pledgor pursuant to Section 16(a). (e) Any cash held by the Lender as Pledged Collateral and all cash proceeds received by the Lender in respect of any equity sale of, collection from, or right other realization upon all or any part of redemption. The proceeds of each such sale the Pledged Shares shall be applied by the Lender as follows: First, to the payment of all the reasonable costs and expenses of every kind for sale or deliverysuch sale, including all reasonable compensation to the agents and attorneys of Pledgeeexpenses (including, and all other expenseswithout limitation, Attorney Costs), liabilities and advances made or incurred by Pledgee the Lender in connection therewith; Next, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment Lender in respect of all reasonable fees (including, without limitation, Attorney Costs), expenses and indemnities then due the Lender under this Agreement, the Credit Agreement or any of the other Loan Documents; Next, to the Lender based on the then outstanding principal amount of the Secured Obligations, for application against interest then due in respect of the Secured Obligations; Next, to the Lender based on the then outstanding principal amounts of the Secured Obligations, for application against the Secured Obligations (other than interest then due in such order as Pledgee may deem fit. The balancerespect thereof) until the Secured Obligations have been paid in full; and Finally, if any, remaining after payment in full in cash of all Secured Obligations and the termination of the Obligations shall be paid over Commitment, to the payment to the Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also haveor its successors or assigns, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided in this Section 7, the right at any time and from time to time, but not the obligation, to exercise ownership of the Pledged Securities and to take all actions as whomsoever may be permitted under applicable lawlawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds.

Remedies in General. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable, the right at any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of Pledgee, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balance, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the 3 other remedies provided in this Section 7, the right at any time and from time to time, but not the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable law.

Remedies in General. Upon the occurrence of any event described in Section 9.1.10 (Discontinuance of Business; Insolvency), the entire unpaid principal balance of the Notes, and during interest accrued and premium, if any, thereon, and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the continuance other Loan Documents, shall be immediately due and payable by the Company and the Commitment shall terminate without presentation, demand, protest, notice of an Event of Default, Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor protest or other party secondarily liable, the right at notice of dishonor of any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or noticekind, all of which are hereby expressly waivedwaived by the Company. In Upon the event occurrence of any such saleother Event of Default, Pledgee shallor at any time thereafter, at least 10 days before if any Event of Default shall then be continuing, the saleAgent may (and shall if directed by the necessary Lenders pursuant to Subsection 12.12.1 (Actions by Agent)) by written notice to the Company, give Pledgor notice declare the entire unpaid principal balance or any portion of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase the principal balance of all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of PledgeeNotes, and all other expenses, liabilities interest accrued and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balancepremium, if any, remaining after payment in full thereon and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the other Loan Documents, to be immediately due and payable by the Company and the Commitment shall terminate or, if no principal balance shall be outstanding, the Agent may terminate the Commitment. Such principal and interest, premium, fees, and other amounts shall thereupon become and be immediately due and payable, without presentation, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Company; and the Agent (acting directly or through appointment of one or more trustees of the Obligations shall be paid over Agent's choosing) may proceed to Pledgorprotect and enforce its rights and those of the Issuing Bank, the Lenders and other Senior Secured Parties under the Loan Documents in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise. Upon the occurrence and during the continuance of an Event of DefaultIt is agreed that, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to all other rights hereunder or under law, the Agent shall have the right to institute proceedings in equity or other appropriate proceedings for the specific performance of any covenant or agreement made in any of the Loan Documents or for an injunction against the violation of any of the terms of any of the Loan Documents or in aid of the exercise of any power granted in any of the Loan Documents or by law or otherwise. Further, the Lenders shall be entitled to the appointment of a trustee or receiver for all or any part of the businesses of the Company or any of its Subsidiaries, which trustee or receiver shall have such powers as may be conferred by the appointing authority. All rights and remedies given by this - 90 - Agreement, the Notes and the other Loan Documents are cumulative and not exclusive of any of such rights or remedies provided or of any other rights or remedies available to the Agent or any Lender, and no course of dealing between the Company and the Agent or any Lender or any delay or omission in this Section 7exercising any right or remedy shall operate as a waiver of any right or remedy, the and every right at any time and remedy may be exercised from time to time, but not time and as often as shall be deemed appropriate by the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable lawAgent or any Lender.