Common use of Remedies Upon an Event of Default Clause in Contracts

Remedies Upon an Event of Default. (a) If an Event of Default has occurred and is continuing, Secured Party may exercise all rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, at such price or prices as Secured Party may deem satisfactory. Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of Debtor of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the Debtor.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (ai) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default has shall have occurred and is be continuing, Secured Party Collateral Agent also may exercise (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all rights or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a secured party under place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the UCC property where any Collateral is located and take possession thereof with or without judicial process, (whether iii) prior to the disposition of the Collateral, store, process, repair or not recondition the Collateral or otherwise prepare the Collateral for disposition in effect any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the jurisdiction where such rights are exercisedpreceding clause (iii) andand collecting any Secured Obligation, in addition, Secured Party may, and (v) without being required to give any notice, notice except as herein provided or as may be required by mandatory provisions of lawspecified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, upon on credit or for future delivery, and at such price or prices and upon such other terms as Secured Party Collateral Agent may deem satisfactorycommercially reasonable. Secured Party may Each Grantor agrees that, to the extent notice of sale shall be required at law, at least 10 days' notice to the purchaser of any or all Grantor of the Collateral so sold at time and place of any public sale or the time after which any private salesale is to be made shall constitute reasonable notification. Debtor will execute Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and deliver place fixed therefor, and such documents sale may, without further notice, be made at the time and take place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantor, in each case upon such other action terms as Secured Party deems necessary or advisable so that Collateral Agent and any such sale person may be made in compliance with law. Upon agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such sale Secured Party shall have the right to deliver, assign person and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely Grantor, and free from any claim or right of Debtor of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent permitted by law, each Grantor hereby specifically waives all its rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity such agreement and consents to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the Debtoreach such retention.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (ai) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default has shall have occurred and is be continuing, Secured Party Collateral Agent also may exercise (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all rights or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a secured party under place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the UCC property where any Collateral is located and take possession thereof with or without judicial process, (whether iii) prior to the disposition of the Collateral, store, process, repair or not recondition the Collateral or otherwise prepare the Collateral for disposition in effect any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the jurisdiction where such rights are exercisedpreceding clause (iii) andand collecting any Secured Obligation, in addition, Secured Party may, and (v) without being required to give any notice, notice except as herein provided or as may be required by mandatory provisions of lawspecified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, upon on credit or for future delivery, and at such price or prices and upon such other terms as Secured Party Collateral Agent may deem satisfactorycommercially reasonable. Secured Party may Each Grantor agrees that, to the extent notice of sale shall be required at law, at least 10 days' notice to the purchaser of any or all Grantor of the Collateral so sold at time and place of any public sale or the time after which any private salesale is to be made shall constitute reasonable notification. Debtor will execute Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and deliver place fixed therefor, and such documents sale may, without further notice, be made at the time and take place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantor, in each case upon such other action terms as Secured Party deems necessary or advisable so that Collateral Agent and any such sale person may be made in compliance with law. Upon agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such sale Secured Party shall have the right to deliver, assign person and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely Grantor, and free from any claim or right of Debtor of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent permitted by law, each Grantor hereby specifically waives all its rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity such agreement and consents to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the Debtoreach such retention.

Remedies Upon an Event of Default. (a) If Upon the occurrence and during the continuance of an Event of Default has occurred under any Covered Document, subject to receipt of any applicable regulatory approvals, the Collateral Agent shall have the right to exercise (at the direction of the Controlling Secured Parties) any and is continuing, Secured Party may exercise all rights of afforded to a secured party with respect to the Secured Obligations under the UCC or other applicable law and also may (whether i) exercise (at the direction of the Controlling Secured Parties) any and all rights and remedies of the Pledgor under or not in effect connection with the Pledged Collateral, or otherwise in respect of the jurisdiction where Pledged Collateral; provided that the Collateral Agent shall provide the Pledgor with notice thereof prior to such rights are exercisedexercise and (ii) andsubject to the requirements of applicable law and the notice requirements described below, in addition, at the direction of the Controlling Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of lawParties, sell the Collateral or otherwise dispose of all or any part thereof of the Pledged Collateral securing the Secured Obligations at a public or private salesale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, at such price or prices delivery as Secured Party may deem satisfactory. Secured Party may be the purchaser of any or all of the Collateral so sold Agent shall deem appropriate. The Collateral Agent shall be authorized at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with law. Upon a view to the distribution or sale thereof, and upon consummation of any such sale Secured Party the Collateral Agent shall have the right to deliverassign, assign transfer and transfer deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the Collateral so property sold to it absolutely and absolutely, free from any claim or right on the part of Debtor the Pledgor, and the Pledgor hereby waives (to the extent permitted by applicable law) all rights of whatsoever kindredemption, including stay and appraisal which the Pledgor now has or may at any equity time in the future have under any law now existing or right hereafter enacted. The Collateral Agent shall give the Pledgor ten (10) days’ written notice (which the Pledgor agrees is reasonable notice within the meaning of redemption Section 9-611 of Debtorthe UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. DebtorSuch notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, hereby specifically waives all rights private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal which it has on the part of the Pledgor (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Pledgor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to any such agreement entered into at the direction of the Controlling Secured Parties in accordance with the terms of this Section 3.01 and the Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have under any law now existing or hereafter adoptedentered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. Secured Party, instead of As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent (at the direction of the Controlling Secured Parties) may proceed by a suit or suits at law or in equity to foreclose the Security Interests this Agreement and to sell the Collateral, Pledged Collateral or any portion thereof, under thereof pursuant to a judgment or decree of a court or courts of having competent jurisdictionjurisdiction or pursuant to a proceeding by a court-appointed receiver. Provided that if the default has been remedied before the Secured Party has taken any action with respect Any sale pursuant to the Collateral, all rights under provisions of this Agreement will Section 3.01 shall be restored deemed to conform to the Debtorcommercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party the Collateral Agent may exercise all rights of a secured party under the UCC (whether or not the UCC applies to the affected collateral). In addition, the Collateral Agent is hereby authorized and empowered to transfer and register in effect its name or in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after ten (10) days' notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Collateral Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Collateral Agent, for the benefit of the Secured Creditors, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Collateral Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Collateral Agent's offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party the Collateral Agent may deem satisfactory. fair, and the Collateral Agent or any Secured Party may be the purchaser of the whole or any or all part of the Pledged Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and same thereafter in its own right free from any claim of any Pledgor or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Collateral Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights of redemption, stay or appraisal which it has or waived and any sale hereunder may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed be conducted by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, an auctioneer or any portion thereof, under a judgment officer or decree agent of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the DebtorCollateral Agent.

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party the Administrative Agent may exercise all rights of a secured party under the UCC (whether or not the UCC applies to the affected collateral). In addition, the Administrative Agent is hereby authorized and empowered to transfer and register in effect its name or in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto (to the extent that such voting rights with respect to membership interests in LLCs not wholly-owned by a Pledgor are assignable under applicable law), collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after five (5) days’ notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party the Administrative Agent may deem satisfactory. fair, and any Secured Party may be the purchaser of the whole or any or all part of the Pledged Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and same thereafter in its own right free from any claim of any Pledgor or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights of redemption, stay or appraisal which it has or waived and any sale hereunder may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed be conducted by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, an auctioneer or any portion thereof, under a judgment officer or decree agent of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the DebtorAdministrative Agent.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, (ai) all the rights and remedies of a secured party on default under the Uniform Commercial Code as in effect in any applicable jurisdiction (the "Applicable UCC") (whether or not the Applicable UCC applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Senior Note Indenture, the New Credit Facility, and any other agreement between the Grantor and any Secured Party and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of any Secured Party to be cumulative and non-exclusive). If an Event of Default has shall have occurred and is be continuing, Secured Party the Collateral Agent also may exercise (i) require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon request of the Collateral Agent forthwith, assemble all rights or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a secured party under place to be designated by the UCC Collateral Agent that is reasonably convenient to both parties, (whether ii) enter onto the property where any Collateral is located and take possession thereof with or not without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in effect any manner to the extent the Collateral Agent deems appropriate, (iv) take possession of the Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Grantor's equipment for the purpose of completing any work in process, taking any actions described in the jurisdiction where such rights are exercisedpreceding clause (iii) andand collecting any Secured Obligation, in addition, Secured Party may, and (v) without being required to give any notice, notice except as herein provided or as may be required by mandatory provisions of lawspecified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's offices or elsewhere, for cash, upon on credit or for future delivery, and at such price or prices and upon such other terms as Secured Party the Collateral Agent may deem satisfactorycommercially reasonable. Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of Debtor of whatsoever kind, including any equity or right of redemption of Debtor. DebtorThe Grantor agrees that, to the extent permitted by notice of sale shall be required at law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect least ten days' prior written notice to the Collateral, all rights under this Agreement will be restored to the Debtor.Grantor

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party the Administrative Agent may exercise all rights of a secured party under the UCC (whether or not the UCC applies to the affected collateral). In addition, the Administrative Agent is hereby authorized and empowered to transfer and register in effect its name or in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after ten (10) days’ notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party the Administrative Agent may deem satisfactory. reasonable, and any Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale of the whole or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have part of the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Pledged Collateral so sold to it absolutely and hold the same thereafter in its own right free from any claim of any Pledgor or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights of redemption, stay or appraisal which it has or waived and any sale hereunder may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed be conducted by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, an auctioneer or any portion thereof, under a judgment officer or decree agent of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the DebtorAdministrative Agent.

Remedies Upon an Event of Default. (a) If an Event of Default has occurred occurred, the Pledgee shall have the right to exercise in respect of the Collateral all the rights and is continuing, Secured Party may exercise all rights of remedies available to a secured party under the UCC (whether or not Uniform Commercial Code in effect at the time in the jurisdiction where such rights are exercised) and, in addition, Secured Party mayCommonwealth of Massachusetts and may also, without being required to give any notice, except as herein provided or as may be required by mandatory provisions law direct that all or any part of lawthe Collateral and proceeds thereof be applied to the payment of the Secured Obligations, and the Pledgee may sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, for cash, upon credit or on creditor for future delivery, at and upon such price or prices other terms as Secured Party the Pledgee may deem satisfactorycommercially reasonable. Secured Party may be The Pledgor acknowledges that the purchaser Collateral is of a type sold in a recognized market, and, accordingly, no notice by the Pledgee to the Pledgor is required prior to the sale of any Collateral hereunder. In the event such notice is given, the Pledgee shall not be obligated to make any sale of Collateral regardless of such notice having been given. The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Any cash received by the Pledgee as Collateral and all cash proceeds received by the Pledgee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral so sold as contemplated in this section may, in the discretion of the Pledgee, be held by the Pledgee as collateral for or then or at any public sale time thereafter applied (after payment of any expenses) in whole or private salein part by the Pledgee against, all or any part of the Secured Obligations in such order as the Pledgee shall elect. Debtor will execute Any surplus of such cash or cash proceeds held by the Pledgee and deliver remaining after payment in full of all the Secured Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such documents and take such other action as Secured Party deems necessary surplus. The Pledgee shall not be required to resort to or advisable so that marshal any present or future security for, or guaranties of, the obligations secured hereby, or to resort to any such sale security or guaranties in any particular order. The Pledgee's remedies shall be cumulative with all other rights, however existing or arising, and may be made in compliance with lawexercised concurrently or separately. Upon Neither failure nor delay on the Pledgee's part to exercise any such sale Secured Party shall have the right to deliverright, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim remedy, power or right of Debtor of whatsoever kind, including any equity privilege provided for herein or right of redemption of Debtor. Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay statute or appraisal which it has or may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion shall operate as a waiver thereof, under a judgment nor shall any single or decree partial exercise of a court any such right, remedy, power or courts privilege preclude any other further exercise thereof or the exercise of competent jurisdictionany other right, remedy, power or privilege. Provided that if Beyond the default has been remedied before exercise of reasonable care to assure the Secured Party has taken safekeeping of Possessory Collateral while held in the Pledgee's possession or control, the Pledgee shall have no duty or liability to preserve rights pertaining to any action with respect to the Collateral, all rights under this Agreement will be restored to the Debtor.

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party may exercise all rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in UCC. In addition, Secured Party may, without being required is hereby authorized and empowered to give any notice, except as herein provided transfer and register in its name or as may be required by mandatory provisions in the name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash distributions made thereon, and, in its sole discretion, sell in one or more sales after ten (10) days' notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice Pledgors agree is commercially reasonable), with five (5) days' previous notice to any Related Party or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though Secured Party was the legal and record owner thereof. Pledgors hereby irrevocably constitute and appoint Secured Party as the proxy and attorney-in-fact of Pledgors, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided that Secured Party shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at Secured Party's offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party may deem satisfactory. fair, and Secured Party may be the purchaser of the whole or any or all part of the Pledged Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and same thereafter in its own right free from any claim of Pledgors or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which Pledgors hereby waive to the extent permitted by lawapplicable Law. Each sale shall be made to the highest bidder, but Secured Party reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights waived and any sale hereunder may be conducted by an auctioneer or any officer of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. agent of Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the Debtor.

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party the Administrative Agent may exercise all rights of a secured party under the UCC (whether or not the UCC applies to the affected collateral). In addition, the Administrative Agent is hereby authorized and empowered to transfer and register in effect its name or in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after five (5) days’ notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice the Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. The Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of the Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party the Administrative Agent may deem satisfactory. fair, and any Secured Party may be the purchaser of the whole or any or all part of the Pledged Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and same thereafter in its own right free from any claim of the Pledgor or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which the Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights of redemption, stay or appraisal which it has or waived and any sale hereunder may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed be conducted by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, an auctioneer or any portion thereof, under a judgment officer or decree agent of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the DebtorAdministrative Agent.

Remedies Upon an Event of Default. (a) If an any Event of Default has occurred and is continuing, Secured Party may the Administrative Agent may, without further notice to the Grantors, exercise all rights of and remedies under this Agreement or any other Loan Document or that are available to a secured party creditor upon default under the UCC (whether UCC, or not that are otherwise available at law or in effect equity, at any time, in any order and in any combination, including collecting any and all Secured Obligations from the jurisdiction where such rights are exercised) Grantors, and, in addition, Secured Party may, without being required to give any notice, except as herein provided the Administrative Agent or as its designee may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Secured Party the Administrative Agent may deem satisfactory. The Administrative Agent shall give the Grantors no less than ten (10) days prior written notice of the time and place of any sale or other intended disposition of Collateral, except for any Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, in which case the Administrative Agent shall give notice of such sale as early as possible. Each Grantor agrees that any such notice constitutes "reasonable notification" within the meaning of Section 9-611 of the UCC (to the extent such Section or any successor provision under the UCC is applicable). The Administrative Agent or any Secured Party Creditor may be the purchaser of any or all of the Collateral so sold at any public sale (or, if such Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations or if otherwise permitted by Requirement of Law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Debtor will Each Grantor agrees to execute and deliver such documents and take such other action as Secured Party the Administrative Agent deems necessary or advisable so in order that any such sale may be made in compliance with law. Upon any such sale Secured Party sale, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of Debtor of whatsoever any kind, including any equity or right of redemption of Debtorthe Grantors. Debtor, to To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Secured PartyThe notice (if any) of such sale shall (i) in case of a public sale, state the time and place fixed for such sale, and (ii) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale, Collateral may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may determine. The Administrative Agent shall not be obligated to make any such sale pursuant to any such notice. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned, from time to time, by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, such Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Provided The Grantors shall remain liable for any deficiency. For the purpose of enforcing any and all rights and remedies under this Agreement, the Administrative Agent may (i) require any Grantor to, and each Grantor agrees that if it will, at the default has been remedied before joint and several expense of the Secured Party has taken Grantors, and upon the Administrative Agent's request, forthwith assemble all or any action part of its Collateral as directed by the Administrative Agent and make it available at a place designated by the Administrative Agent which is, in the Administrative Agent's opinion, reasonably convenient to the Administrative Agent and such Grantor, whether at the premises of such Grantor or otherwise, (ii) to the extent permitted by Requirement of Law, enter, with respect or without process of law and without breach of the peace, any premises where any such Collateral is or may be located and, without charge or liability to the Administrative Agent, seize and remove such Collateral from such premises, (iii) have access to and use such Grantor's books and records, computers and software relating to the Collateral, and (iv) prior to the disposition of any of the Collateral, store or transfer such Collateral without charge in or by means of any storage or transportation facility owned or leased by such Grantor, process, repair or recondition such Collateral or otherwise prepare it for disposition in any manner and, to the extent the Administrative Agent deems appropriate and in connection with such preparation and disposition, use without charge any Intellectual Property used by such Grantor. Without limiting the generality of the foregoing, if any Event of Default has occurred and is continuing: Upon the Administrative Agent's request, each Grantor will promptly notify each Account Debtor, in respect of any Account or Instrument of such Grantor that constitutes Collateral, that such Collateral has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Collateral are to be made directly to the Administrative Agent. Notwithstanding the foregoing, each Grantor hereby authorizes the Administrative Agent, upon the occurrence and during the continuance of an Event of Default; (A) to directly contact and notify the Account Debtors or obligors under any Accounts that constitute Collateral of the assignment of such Collateral to the Administrative Agent; (B) to direct such Account Debtor or obligors to make payment of all amounts due or to become due thereunder directly to the Administrative Agent; and (C) upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. Once any such notice has been given to any such Account Debtor or other Person obligated on the Collateral, such Grantor shall not give any contrary instructions to such Account Debtor or other Person without the Administrative Agent's prior written consent. If, notwithstanding the giving of any notice, any such Account Debtor or other Person shall make payments to a Grantor, such Grantor shall hold all such payments it receives in trust for the Administrative Agent, for the account of the Secured Creditors, and shall immediately, upon receipt, deliver the same to the Administrative Agent. The Administrative Agent may establish or cause to be established one or more lockboxes or other arrangements for the deposit of Proceeds of such Accounts, and in such case, each Grantor shall cause to be forwarded to the Administrative Agent, on a daily basis, all checks and other items of payment and deposit slips related thereto for deposit in such lockboxes. The Administrative Agent may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Grantor in, to and under any Licenses that constitute Collateral and take or refrain from taking any action in connection therewith. Each Grantor hereby releases the Administrative Agent from, and agrees to hold the Administrative Agent free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect hereto, except for the Administrative Agent's gross negligence or willful misconduct, as determined by a final and non-appealable decision of a court of competent jurisdiction. Upon request by the Administrative Agent, each Grantor agrees to execute and deliver to the Administrative Agent powers of attorney, in form and substance satisfactory to the Administrative Agent, for the implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of any Intellectual Property that constitutes Collateral. In the event of any such disposition pursuant to this Section, each such Grantor shall supply to the Administrative Agent (A) its know-how and expertise relating to the manufacture and sale of the products bearing Trademarks or the products or services made or rendered in connection with Patents or Copyrights, and (B) its customer lists and other records relating to such Intellectual Property and the distribution of said products. The Administrative Agent, on behalf of the Secured Creditors, and, by accepting the benefits of this Agreement, the Secured Creditors, expressly acknowledge and agree that this Agreement will may be restored enforced only by the action of the Administrative Agent and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the Debtorcollateral security to be granted hereby, it being understood and agreed that such rights and remedies shall be exercised exclusively by the Administrative Agent, for the benefit of the Secured Creditors, upon the terms of this Agreement.

Remedies Upon an Event of Default. (a) If an any Event of Default has shall have occurred and is continuingbe continuing and acceleration shall have occurred pursuant to Section 702, Secured Party may exercise all rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, Secured Party Trustee may, without being required subject in each case to give any notice, except as herein provided or as may be required by mandatory the provisions of lawSection 807, sell exercise any or all of the Collateral rights and remedies granted to it in any Security Document. Without limiting the generality of the foregoing, the Issuer expressly agrees that in any such event the Trustee, without demand of performance or any part thereof at other demand, advertisement or notice of any kind (except the notice specified below of the time and place of public or private sale) to or upon the Issuer or any other Person (all and each of which demands, for cashadvertisements and/or notices are hereby expressly waived to the extent permitted by applicable law), upon credit may, and at the written instruction of the Majority Holders shall, subject to the provisions of the Material Agreements and to the provisions of any other law or for future deliveryregulation having the force of law: (i) collect, at such price or prices as Secured Party may deem satisfactory. Secured Party may be the purchaser of receive and appropriate any or all of the Collateral so sold and exercise any right, remedy, power or privilege of the Issuer under any Material Agreement; (ii) set off against all amounts due and payable hereunder in the Accounts, (iii) proceed by suit at law or in equity to seek specific performance of any obligation of the Issuer; (iv) take possession of the Collateral forthwith or any time thereafter, in which case the Issuer shall marshal and deliver the Collateral to the Trustee or its designee at such time or times and such place or places as the Trustee may reasonably specify; (v) subject to the provisions of Section 704, forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver all or any part of the Collateral (or contract to do so) at one or more public or private sales, at any public sale exchange, broker's board or private sale. Debtor will execute and deliver at any of the Trustee's offices or elsewhere at such documents and take such other action prices as Secured Party deems necessary it may deem best, for cash or advisable so that on credit or for future delivery without assumption of any such sale may be made in compliance credit risk; (vi) institute legal proceedings for the appointment of a receiver with law. Upon respect to any such sale Secured Party shall have or all of the right to deliver, assign and transfer Collateral or with respect to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim Issuer; or right of Debtor of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may (vii) proceed by a suit or suits at law or in equity to foreclose upon the Security Interests and Collateral or exercise any other right or remedy available under applicable law. The Trustee may sell any or all of the CollateralCollateral as provided above at any private or public sale, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Provided it being hereby agreed that if twenty (20) Business Days' notice by the default has been remedied before the Secured Party has taken any action with respect Trustee to the CollateralIssuer shall be deemed to be reasonable notice of any such sale. The Issuer hereby waives, all rights under this Agreement will be restored to the Debtorextent permitted by applicable law, any claims against the Trustee arising by reason of the fact that the price at which Collateral may have been sold at any such private sale was less than the price which might have been obtained at a public sale.

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party the Administrative Agent may exercise all rights of a secured party under the UCC (whether or not the UCC applies to the affected collateral). In addition, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent is hereby authorized and empowered to transfer and register in effect its name or in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after ten (10) days’ notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party the Administrative Agent may deem satisfactory. fair, and any Secured Party may be the purchaser of the whole or any or all part of the Pledged Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and same thereafter in its own right free from any claim of any Pledgor or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights of redemption, stay or appraisal which it has or waived and any sale hereunder may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed be conducted by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, an auctioneer or any portion thereof, under a judgment officer or decree agent of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the DebtorAdministrative Agent.

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party the Administrative Agent may exercise all rights of a secured party under the UCC (whether or not the UCC applies to the affected collateral). In addition, the Administrative Agent is hereby authorized and empowered to transfer and register in effect its name or in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after five (5) days’ notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party the Administrative Agent may deem satisfactory. fair, and any Secured Party may be the purchaser of the whole or any or all part of the Pledged Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and same thereafter in its own right free from any claim of any Pledgor or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights of redemption, stay or appraisal which it has or waived and any sale hereunder may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed be conducted by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, an auctioneer or any portion thereof, under a judgment officer or decree agent of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the DebtorAdministrative Agent.

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party the Administrative Agent may exercise all rights of a secured party under the UCC (whether or not the UCC applies to the affected collateral). In addition, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent is hereby authorized and empowered to transfer and register in effect its name or in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after five (5) days’ notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party the Administrative Agent may deem satisfactory. fair, and any Secured Party may be the purchaser of the whole or any or all part of the Pledged Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and same thereafter in its own right free from any claim of any Pledgor or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights of redemption, stay or appraisal which it has or waived and any sale hereunder may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed be conducted by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, an auctioneer or any portion thereof, under a judgment officer or decree agent of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the DebtorAdministrative Agent.

Remedies Upon an Event of Default. (a) If an Event of Default has shall have occurred and is be continuing, Secured Party may subject to Section 7.06(e) of the Operating Agreement, Pledgee shall be entitled to exercise all the rights and remedies of a secured party upon default under the UCC (whether or UCC, including sale of the Collateral. In furtherance and not in effect in limitation of the jurisdiction where such rights are exercised) andforegoing, in additionPledgor agrees that, Secured Party may, without being required to give any notice, except as herein provided or as may the extent notice of sale shall be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, at such price or prices as Secured Party may deem satisfactory. Secured Party may be the purchaser of any or all least ten (10) days’ notice to Pledgor of the Collateral so sold at time and place of any public sale or the time after which any private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may is to be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldconstitute reasonable notification. Each purchaser at any such sale shall hold the Collateral property so sold to it absolutely and free from any claim or right on the part of Debtor of whatsoever kindPledgor, including any equity or right of redemption of Debtor. Debtor, and Pledgor hereby waives and releases to the fullest extent permitted by lawlaw any right or equity of redemption with respect to the Collateral after sale hereunder, hereby specifically waives and all rights rights, if any, of redemptionmarshaling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay or and/or appraisal which it now has or may any time in the future have under any rule of law or statute now existing or hereafter adoptedenacted. Secured PartyAt any such sale, instead of exercising the power of sale herein conferred upon itunless prohibited by applicable law, Pledgee may proceed bid for and purchase (by a suit bidding in Obligations or suits at law or in equity to foreclose the Security Interests and sell the Collateral, otherwise) all or any portion thereof, part of the Collateral so sold free from any such right or equity of redemption. Pledgee shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under a judgment or decree of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any obligation to take any action whatsoever with respect to the Collateral, all rights under this Agreement will be restored to the Debtorregard thereto.

Remedies Upon an Event of Default. (a) If On and after the occurrence and continuance of an Event of Default has occurred and is continuingDefault, Secured Party may exercise Holder may, in its discretion, assert all rights and remedies of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercisedany applicable jurisdiction) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of and all other applicable law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, at such price or prices as Secured Party may deem satisfactory. Secured Party may be the purchaser The proceeds of any collection, liquidation, or all other disposition of the Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may shall be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer applied by Holder first to the purchaser thereof payment of all expenses (including, without limitation, all fees, taxes, attorneys’ fees and legal expenses) incurred by Holder in connection with retaking, holding, collecting, or liquidating the Collateral so soldCollateral. Each purchaser at any The balance of such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of Debtor of whatsoever kindproceeds, including any equity or right of redemption of Debtor. Debtorif any, shall, to the extent permitted by law, hereby specifically waives all rights be applied to the payment of redemptionthe Obligations in the order of application set forth in Section 28(f) of this Agreement. In case of any deficiency, stay Debtor shall, whether or appraisal which it has or may have under any law now existing or hereafter adoptednot then due, remain liable therefor. Secured Party, instead If notice prior to disposition of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, Collateral or any portion thereofthereof is necessary under applicable law, written notice mailed to Debtor at its notice address specified on the signature page hereof fourteen (14) business days prior to the date of such disposition shall constitute commercially reasonable notice. Without precluding any other methods of sale or other disposition, the sale or other disposition of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with commercial practices of creditors disposing of similar property; but in any event Holder may sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose such Collateral on such terms and to such purchaser(s) (including Holder) as Holder in its absolute discretion may choose, and for cash or for credit or for future delivery, without assuming any credit risk, at public or private sale or other disposition without demand of performance, and without any obligation to advertise or give notice of any kind other than that necessary under a judgment applicable law. Debtor hereby waives and releases to the fullest extent permitted by law any right or decree equity of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action redemption with respect to the Collateral, whether before or after sale or other disposition hereunder, and all rights rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale or other disposition, unless prohibited by applicable law, Holder may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Holder shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto. Holder shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Agreement Agreement. Debtor hereby waives any claims against Holder arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Holder accepts the first offer received and does not offer the Collateral to more than one offeree. Debtor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, Holder may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will be restored agree, among other things, to acquire the relevant Collateral for their own account, for investment and not with a view to the Debtor.distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to Holder than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Holder shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to enable the registration of the Collateral or related transaction so as to permit a public offer to be made with respect thereto;

Remedies Upon an Event of Default. (a) If On and after the occurrence and continuance of an Event of Default has occurred and is continuingDefault, Secured Party may exercise the Collateral Agent may, in its discretion, assert all rights and remedies of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercisedany applicable jurisdiction) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of and all other applicable law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, at such price or prices as Secured Party may deem satisfactory. Secured Party may be the purchaser The proceeds of any collection, liquidation, or all other disposition of the Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may shall be made in compliance with law. Upon any such sale Secured Party shall have applied by the right to deliver, assign and transfer Collateral Agent first to the purchaser thereof payment of all expenses (including, without limitation, all fees, taxes, attorneys’ fees and legal expenses) incurred by the Collateral so soldAgent in connection with retaking, holding, collecting, or liquidating the Collateral. Each purchaser at any The balance of such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of Debtor of whatsoever kindproceeds, including any equity or right of redemption of Debtor. Debtorif any, shall, to the extent permitted by law, hereby specifically waives all rights be applied to the payment of redemptionthe Obligations in the order of application set forth in Section 27 of this Agreement. In case of any deficiency, stay Debtor shall, whether or appraisal which it has or may have under any law now existing or hereafter adoptednot then due, remain liable therefor. Secured Party, instead If notice prior to disposition of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, Collateral or any portion thereofthereof is necessary under applicable law, written notice mailed to Debtor at its notice address specified on the signature page hereof fourteen (14) business days prior to the date of such disposition shall constitute commercially reasonable notice. Without precluding any other methods of sale or other disposition, the sale or other disposition of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with commercial practices of creditors disposing of similar property; but in any event the Collateral Agent may sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose such Collateral on such terms and to such purchaser(s) (including the Collateral Agent or any Secured Note Holder) as the Collateral Agent in its absolute discretion may choose, and for cash or for credit or for future delivery, without assuming any credit risk, at public or private sale or other disposition without demand of performance, and without any obligation to advertise or give notice of any kind other than that necessary under a judgment applicable law. Debtor hereby waives and releases to the fullest extent permitted by law any right or decree equity of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action redemption with respect to the Collateral, whether before or after sale or other disposition hereunder, and all rights rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale or other disposition, unless prohibited by applicable law, the Collateral Agent and the Secured Note Holders may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. The Collateral Agent shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto. The Collateral Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Agreement Agreement. Debtor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Debtor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will be restored agree, among other things, to acquire the relevant Collateral for their own account, for investment and not with a view to the Debtordistribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to enable the registration of the Collateral or related transaction so as to permit a public offer to be made with respect thereto.

Remedies Upon an Event of Default. (a) If Upon the occurrence and during the continuation of an Event of Default has occurred Default, the Pledgee shall, in addition to all other rights permitted by applicable law, this Agreement, the Credit Agreement or the other Loan Documents have all of the rights and is continuing, Secured Party may exercise all rights remedies with respect to the Pledged Collateral of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) andState of Nevada at that time, in addition, Secured Party and the Pledgee may, without being required notice and at its option, transfer or register, and any Pledgor shall register or cause to give any noticebe registered upon request therefor by the Pledgee, except as herein provided or as may be required by mandatory provisions of law, sell the Pledged Collateral or any part thereof on the books of VOIP into the name of the Pledgee or the Pledgee’s nominee(s), indicating that such Pledged Collateral is subject to the security interest hereunder. In addition, with respect to any Pledged Collateral that shall then be in or shall thereafter come into the possession or custody of the Pledgee, upon the occurrence and during the continuation of an Event of Default, the Pledgee shall have all the rights and remedies available under applicable law and may sell or cause the same to be sold at any broker’s board or at public or private sale, for cash, upon credit in one or for future deliverymore sales or lots, at such price or prices as Secured Party the Pledgee may deem satisfactorybest in its sole discretion, for cash or on credit or for future delivery, without assumption of any credit risk, all in accordance with the terms and provisions of this Agreement. Secured Party may be the The purchaser of any or all of the Pledged Collateral so sold at shall thereafter hold the same absolutely, free from any claim, encumbrance, or right of any kind whatsoever. Unless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Pledgee will give Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private salesale or other intended disposition is to be made. Debtor will execute and deliver such documents and take such Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, commercial finance companies, or other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer financial institutions disposing of property similar to the purchaser thereof Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to Pledgor as provided in Section 14(a) below, at least ten (10) days before the Collateral so soldtime of the sale or disposition. Each purchaser at any such Any other requirement of notice, demand, or advertisement for sale shall hold the Collateral so sold to it absolutely and free from any claim or right of Debtor of whatsoever kind, including any equity or right of redemption of Debtor. Debtoris, to the extent permitted by law, hereby specifically waives all rights of redemptionwaived. The Pledgee may, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law in its own name or in equity the name of a designee or nominee, buy any of the Pledged Collateral at any public sale and, if permitted by applicable law, at any private sale. All expenses (including court costs and attorneys’ fees, expenses, and disbursements) of, or incident to, the enforcement of any of the provisions hereof shall be recoverable from the proceeds of the sale or other disposition of the Pledged Collateral. In view of the fact that Federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after any Event of Default, Pledgor agrees that upon the occurrence and during the continuation of any Event of Default, the Pledgee may, from time to foreclose the Security Interests and time, attempt to sell the Pledged Collateral by means of a private placement, restricting the prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Pledgee may solicit offers to buy the Pledged Collateral, or any portion thereofpart of it, under for cash, from a judgment or decree limited number of a court or courts of competent jurisdiction. Provided that investors who might be interested in purchasing the Pledged Collateral, and if the default has been remedied before Pledgee solicits such offers from not less than three (3) such investors that are not affiliated with the Secured Party has taken Pledgee, then the acceptance by the Pledgee of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of the Pledged Collateral. In any action event, upon the occurrence and during the continuation of any Event of Default, all rights that Pledgor would otherwise be entitled to exercise with respect to the CollateralPledged Collateral shall cease, and all such rights under this Agreement will be restored to shall thereupon become vested in the DebtorPledgee.

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party the Administrative Agent may exercise all rights of a secured party under the UCC (whether or not the UCC applies to the affected collateral). In addition, the Administrative Agent is hereby authorized and empowered to transfer and register in effect its name or in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after ten (10) days’ notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party the Administrative Agent may deem satisfactory. fair, and any Secured Party may be the purchaser of the whole or any or all part of the Pledged Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and same thereafter in its own right free from any claim of any Pledgor or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights of redemption, stay or appraisal which it has or waived and any sale hereunder may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed be conducted by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, an auctioneer or any portion thereof, under a judgment officer or decree agent of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the DebtorAdministrative Agent.

Remedies Upon an Event of Default. (a) If Upon the occurrence of an Event of Default has occurred and is continuingduring the continuation thereof, Secured Party the Administrative Agent may exercise all rights of a secured party under the UCC (whether or not the UCC applies to the affected collateral). In addition, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent is hereby authorized and empowered to transfer and register in effect its name or in the jurisdiction where such rights are exercised) and, in addition, Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions name of law, sell its nominee the Collateral whole or any part thereof of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after ten (10) days' notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent's offices or elsewhere to be named in the notice of sale, either for cash, cash or upon credit or for future delivery, delivery at such price or prices as Secured Party the Administrative Agent may deem satisfactory. fair, and any Secured Party may be the purchaser of the whole or any or all part of the Pledged Collateral so sold at any public sale or private sale. Debtor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and same thereafter in its own right free from any claim of any Pledgor or any right of Debtor of whatsoever kindredemption, including any equity or right of redemption of Debtor. Debtor, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby specifically waives all rights of redemption, stay or appraisal which it has or waived and any sale hereunder may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed be conducted by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, an auctioneer or any portion thereof, under a judgment officer or decree agent of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Collateral, all rights under this Agreement will be restored to the DebtorAdministrative Agent.