Common use of Remedies Upon Default Clause in Contracts

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lender.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Secured Obligations, and subject to its obligations contained inas applicable, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw, the and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent, promptly assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; (iv) withdraw any and all cash or other Collateral from the Cash Collateral Account and to apply such cash and other Collateral to the payment of any and all Secured Obligations in the manner provided in Section 5.02 of this Agreement; (v) subject to the mandatory requirements of applicable lawLaws and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate; and (vi) with respect to any Intellectual Property Collateral, on written demand, cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Intellectual Property Collateral (provided that no such demand may be made unless an Event of Default has occurred and has continued for thirty (30) days) by the applicable Grantors to the Collateral Agent, or license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Intellectual Property Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine; provided, however, that such terms shall be subject to the provisions of Section 4.01 of this Agreement. The Collateral Agent shall be authorized at any sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of such securities to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawapplicable Law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors and the Borrower ten (10) days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 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 Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all as the Collateral Agent may (in its possessionsole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable Law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full (in which case the applicable Grantors shall be entitled to the proceeds of any such sale pursuant to Section 5.02 hereof). As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Obligations under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoinglaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the rightapplicable Grantor with notice thereof prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with notice thereof prior to such exercise; and (iv) subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors 10 days written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Secured Obligations, and subject to its obligations contained inincluding the Guarantees, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting Law and also may (i) exercise any and all rights and remedies of Holdings under or in connection with the generality Pledged Collateral, or otherwise in respect of the foregoing, the Grantor agrees Pledged Collateral; provided that the Lender Collateral Agent shall have the right, provide Holdings with notice thereof prior to such exercise; and (ii) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Pledged Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale 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 a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and 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 property sold absolutely absolutely, free from any claim or right on the part of the GrantorHoldings, and the Grantor Holdings hereby waives (to the extent permitted by lawLaw) all rights of redemption, stay and appraisal which the Grantor Holdings now has or may at any time in the future have under any rule of law or statute Law now existing or hereafter enacted. Without limiting The Collateral Agent shall give Holdings 10 days’ written notice (which Holdings agrees is reasonable notice within the foregoingmeaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such 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, 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, valuation or appraisal on the part of Holdings (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 Holdings as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer dispose of such property without further accountability to Holdings 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 Lendercarry out such sale pursuant to such agreement and Holdings 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 entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon Whenever there is a default under this Note (a) the occurrence entire balance outstanding hereunder and during the continuance all other obligations of an Event of Defaultany Obligor to Lender (however acquired or evidenced) shall, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender shall have the right to take any or all of the following actions at the same or different times: with or without legal process option of Lender, become immediately due and with or without previous notice or demand for performancepayable and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate, to take possession of the Collateral and without liability for trespass and/or (except for actual damage caused by the Lender's gross negligence or willful misconductb) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law, the rate of interest on the unpaid principal shall be increased at Lender’s discretion up to the Maximum Rate, or if none, eighteen percent (18%) all per annum (the “Default Rate”). The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a “grace period” giving Obligors a right to cure any default. At Lender’s option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Lender is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of redemptionany Obligor), stay and appraisal which the Grantor now has or may at any time in shall come into the future possession or custody or under the control of Lender or any of its agents, affiliates or correspondents, any and all obligations due hereunder. Additionally, Lender shall have all rights and remedies available under any rule each of the Loan Documents, as well as all rights and remedies available at law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderequity.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Lenders’ Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's Lenders’ Agent’s gross negligence or willful misconduct) to enter any premises where the such Collateral may be located for the purpose of taking possession of or removing the such Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor Borrower agrees that the Lender Lenders’ Agent shall have the right, subject to the mandatory requirements of applicable law, right to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriatesale. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorBorrower, and the Grantor Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral the Lenders’ Agent may, in its possessiondiscretion, including enforce the rights of the Borrower against any account debtor or other obligor in respect of any of the Receivables. Without limiting the generality of the foregoing, at any time or times that an Event of Default exists or has occurred and is continuing, the Lenders’ Agent may, in its discretion, at such time (i) notify any or all account debtors or other obligors in respect thereof that the Receivables have been assigned to the Lenders and that the Lenders have a security interest therein and the Lenders may direct any or all account debtors and other obligors to make payment of the Receivables directly to the Lenders, (ii) extend the time of payment of, compromise or settle, and upon any terms or conditions, any and all Receivables and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of the Obligations, (iii) demand, collect or enforce payment of any Receivable or such other obligations, but without any duty to do so, and the Lenders and the Lenders’ Agent shall not limited be liable to all proceeds Borrower (or any Affiliate of Borrower) for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (iv) take whatever other action the Lenders’ Agent may deem necessary or desirable for the protection of its interests. At any time that an Event of Default exists or has occurred and is continuing, at the Lenders’ Agent’s request, any notice or demand for payment sent to any account debtor shall state that the Receivables and such other obligations have been assigned to the Lenders and are payable directly and only to the Lenders and the Borrower shall deliver to the Lenders’ Agent such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Receivables as the Lenders’ Agent may require. The Lenders’ Agent shall give the Borrower five (5) days’ written notice (which the Borrower agrees is reasonable notice) of the Lenders’ Agent’s intention to make any sale of Collateral. Such 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 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 Lenders’ Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to Lenderbe sold may be sold in one lot as an entirety or in separate parcels, as the Lenders’ Agent may (in its sole and absolute discretion, exercised in a commercially reasonable manner) determine. The Lenders’ Agent shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if it shall determine not to do so, regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Lenders’ Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Lenders’ Agent until the sale price is paid by the purchaser or purchasers thereof, but neither the Lenders’ Agent nor any Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section 11, any Lender may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of the Borrower (all said rights being also hereby waived and released to the extent permitted by law), with respect to the Collateral or any part thereof offered for sale and the Lender or any such Lender may make payment on account thereof by using any claim then due and payable to the Lender from the Borrower as a credit against the purchase price, and the Lender may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Borrower therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Lender shall be free to carry out such sale and purchase pursuant to such agreement, and the Borrower shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Lender shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Lender may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Collateral and the Secured Obligations, and subject to its obligations contained inincluding the Guaranty, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent, promptly assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased (it being acknowledged and agreed that the Grantors are not required to obtain any waiver or consent from any owner of such leased premises in connection with such occupancy or attempted occupancy) by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under Law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with reasonable prior notice thereof which in any event shall be at least 10 days prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with reasonable notice thereof prior to such exercise (it being understood that the notice in the next paragraph is reasonable); and (iv) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawLaw) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute Law now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors at least 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such 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 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 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 Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by Law), the 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 any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9610(b) of the UCC or its equivalent in other jurisdictions. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default (provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to, to the extent reasonably practicable, or otherwise promptly after, exercising such rights), for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral Agent shall not have any rights or remedies with respect to the Equity Interests of AFA or any other registered investment adviser unless the Required Regulatory Approvals shall have been obtained with respect to each applicable exercise of rights or remedies and, following the occurrence of an Event of Default, immediately the Grantors shall, upon Lender's demand Grantor shall transfer request of the Collateral Agent, use reasonable best efforts to obtain all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to LenderRequired Regulatory Approvals.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the each Grantor agrees to deliver deliver, on demand, each item of Pledged Collateral to the Lender on demandSellers’ Representative or any Person designated by the Sellers’ Representative, and it is agreed that the Lender Sellers’ Representative shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state New York UCC or other applicable law. Without limiting the generality of the foregoing, the Each Grantor agrees that the Lender Sellers’ Representative shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Sellers’ Representative shall deem appropriate. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Sellers’ Representative shall give the foregoingapplicable Grantors 10 days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Sellers’ Representative’s intention to make any sale of Pledged Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 Sellers’ Representative 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 Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Sellers’ Representative may (in its possessionsole and absolute discretion) determine. The Sellers’ Representative shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, including but not limited regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Sellers’ Representative may, without notice or publication, adjourn any public or private sale or cause the same to all proceeds of Collateral, be adjourned from time to Lendertime 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 Sellers’ Representative until the sale price is paid by the purchaser or purchasers thereof, but the Sellers’ Representative and the other Secured Parties shall execute 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. In the event of a foreclosure by the Sellers’ Representative on any of the Pledged Collateral pursuant to a public or private sale or other disposition, the Sellers’ Representative or any Secured Party may be the purchaser or licensor of any or all documents reasonably requested by Lender to effectuate the transfer of such Pledged Collateral to Lender.at any such sale or other disposition, and the Sellers’ Representative as agent for and representative of the Secured Parties shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Collateral and the Secured Obligations, and subject to its obligations contained inincluding the Guaranty, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent, promptly assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased (it being acknowledged and agreed that the Grantors are not required to obtain any waiver or consent from any owner of such leased premises in connection with such occupancy or attempted occupancy) by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under Law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with reasonable prior notice thereof which in any event shall be at least 10 days prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with reasonable notice thereof prior to such exercise (it being understood that the notice in the next paragraph is reasonable); and (iv) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawLaw) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute Law now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors at least 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 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 Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all as the Collateral Agent may (in its possessionsole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by Law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, after the Administrative Agent shall have notified the Grantors that it is exercising its rights under this Section 5.01, each Grantor agrees to deliver each item of Collateral to the Lender Administrative Agent on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any of or all of the following actions at the same or different timestimes so long as an Event of Default has occurred and is continuing: with or without legal process and with or without previous notice or demand for performance, to take upon prior notice possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Administrative Agent shall have the rightright upon the occurrence and during the continuance of an Event of Default, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized to take the actions set forth in Section 5.04. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors no less than 10 days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9‑611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Document Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations Paid in Full unless the terms of such agreement permit the Administrative Agent to terminate such sale without liability thereto. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court‑appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to commercially reasonable standards as provided in Section 9‑610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of In case an Event of DefaultDefault shall occur and be continuing, the Grantor agrees holder of the Notes may proceed to deliver each item protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of Collateral any covenant contained in the Notes or in this Agreement or in any Loan Document or in aid of the exercise of any power granted in the Notes or in this Agreement or in any Loan Document or may proceed to enforce the Lender on demandpayment of the Notes or to enforce any other legal or equitable right of the holder of the Notes including without limitation, and it is agreed that the Lender shall have the right to take any or all taking of the following actions at actions, concurrently or successively, without notice to any Obligor. Borrower agrees that its obligations under the same Notes are of the essence, and upon application to any court of equity having jurisdiction, Lender shall be entitled to pursue a judgment against Borrower requiring specific performance of such obligations. (a) Declare the Notes to be, and the Notes shall thereupon become, immediately due and payable without presentment, demand, protest or different times: with notice of any kind, all of which are hereby expressly waived, anything contained herein or without legal process in the Notes to the contrary notwithstanding; or (b) Enter upon and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any Real Property and all material, equipment and supplies thereon and water rights afforded available thereto and to a secured party underfulfill the obligations of Borrower hereunder and to sell, manage, repair, and subject to its obligations contained in, protect the Uniform Commercial Code as in effect in any state or other applicable lawReal Property. Without limiting restricting the generality of the foregoingforegoing and for the purposes aforesaid, Borrower hereby appoints and constitutes Lender its lawful attorney-in-fact with full power of substitution, (i) to pay, settle or compromise all existing bills and claims which may be liens or security interests against the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all Real Property or any part fixtures or equipment thereon, or as may be necessary or desirable for the clearance of the Collateral, at public title or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantorotherwise, and the Grantor hereby waives (ii) to the extent permitted by law) all rights use any funds of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possessionBorrower, including but any Loan balance which might not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderhave been disbursed.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of DefaultDefault as defined in the Credit Agreement, the Grantor agrees to deliver each item of Collateral Administrative Agent may, in addition to the Lender exercise by Administrative Agent of its rights and remedies under any other Section of this Agreement or under the Credit Agreement or any other agreement relating to the Obligations or otherwise available to it at law or in equity: (a) declare the principal of and all accrued interest on and any other amounts owing with respect to the Obligations immediately due and payable, without demand, protest, notice of default, notice of acceleration or of intention to accelerate or other notices of any kind, and (b) exercise all the rights and it is agreed remedies of a secured party under the Uniform Commercial Code in effect in the State of North Carolina at that time and sell (in compliance with applicable laws, including securities laws) the Lender Collateral, or any part thereof, at public or private sale, at any broker’s board, upon any securities exchange, or elsewhere, for cash, upon credit, or for future delivery, as Administrative Agent may deem appropriate in the circumstances and commercially reasonable. Administrative Agent shall have the right to take any or all of impose limitations and restrictions on the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession sale of the Collateral as Administrative Agent may deem to be necessary or appropriate to comply with any law, rule, or regulation (Federal, state, or local) having applicability to the sale, including, but without limitation, restrictions on the number and without liability qualifications of the offerees and requirements for trespass any necessary governmental approvals, and Administrative Agent shall be authorized at any such sale (except for actual damage caused by the Lender's gross negligence if it deems it necessary or willful misconductadvisable to do so) to enter restrict the prospective offerees or purchasers to Persons who will represent and agree that they are purchasing securities included in the Collateral for their own account and not with a view to the distribution or sale thereof in violation of applicable securities laws and the Pledgor hereby waives, to the maximum extent permitted by law, any premises where claim arising because the price at which the Collateral may be located for have been sold at such private sale was less than the purpose price that might have been obtained at public sale, even if Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Upon consummation of taking possession of or removing the Collateral andany such sale, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Administrative Agent shall have the rightright to assign, subject transfer, and deliver to the mandatory requirements of applicable law, to sell purchaser or otherwise dispose of all or any part of purchasers thereof the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateCollateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorPledgor, and the Grantor Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and stay, and/or appraisal which that the Grantor Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting To the foregoingextent that notice of sale shall be required to be given by law, upon Administrative Agent shall give the occurrence Pledgor at least ten (10) days’ prior written notice of its intention to make any such public or private sale. Such notice shall state the time and during place fixed for sale, and the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, or portion thereof, to Lenderbe offered for sale. Any such sale shall be held at such time or times within ordinary business hours and at such place or places as Administrative Agent may fix in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Administrative Agent may determine, and Administrative Agent may itself bid (which bid may be in whole or in part in the form of cancellation of the Obligations) for and purchase the whole or any part of the Collateral. Administrative Agent shall execute not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Collateral may have been given. 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 sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all documents reasonably requested or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to effectuate take up and pay for the transfer Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. The Pledgor hereby agrees that any sale or disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions in the city and state where Administrative Agent is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor recognizes that the Administrative Agent and Secured Parties may be unable to effect a public sale of all or part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire all or a part of the Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any private sale so made may be at prices and on other terms less favorable to the seller than if such Collateral were sold at public sale and that the Administrative Agent has no obligation to delay the sale of such Collateral for the period of time necessary to Lenderpermit the registration of such Collateral for public sale under any securities laws. Pledgor agrees that a private sale or sales made under the foregoing circumstances shall not be deemed to have not been made in a commercially reasonable manner solely as a result of being a private sale. If any consent, approval, or authorization of any federal, state, municipal, or other governmental department, agency, or authority should be necessary to effectuate any sale or other disposition of the Collateral, or any partial sale or other disposition of the Collateral, Pledgor will execute all applications and other instruments as may be required in connection with securing any such consent, approval, or authorization and will otherwise use its best efforts to secure the same. In addition, if the Collateral is disposed of pursuant to Rule 144, Pledgor agrees to complete and execute a Form 144, or comparable successor form, at the Administrative Agent’s request; and Pledgor agrees to provide any material adverse information in regard to the current and prospective operations of each Pledged Entity of which any Pledgor has knowledge and which has not been publicly disclosed, and Pledgor hereby acknowledges that Pledgor’s failure to provide such information may result in criminal and/or civil liability.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the each Grantor agrees to deliver each item of Collateral to the Lender Collateral Agent on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions right, at the same or different times: , with or without legal process and with or without previous notice or demand for performancerespect to any Collateral consisting of Intellectual Property, on demand, to take possession cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and without liability for trespass (except for actual damage caused by whether on an exclusive or nonexclusive basis, any such Collateral throughout the Lender's gross negligence or willful misconduct) to enter any premises where world on such terms and conditions and in such manner as the Collateral may Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be located for the purpose of taking possession of or removing the Collateral obtained), and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Obligations under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Collateral Agent shall have the right, subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Obligations at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all as the Collateral Agent may (in its possessionsole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of Subject to Section 12.8(b), if an Event of Default, the Grantor agrees to deliver each item Default or an event of Collateral to the Lender on demand, and it is agreed that the Lender default under any Permitted Lien Indebtedness shall have the right occurred and be continuing and as a consequence thereof Secured Obligations equal to take any or all at least a majority of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession aggregate principal amount of the Secured Obligations then outstanding shall have become immediately due and payable: (i) The Collateral and without liability Agent may exercise in respect of the Pledged Collateral, in addition to other rights provided for trespass (except for actual damage caused by herein or otherwise available to it, all the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose rights of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, on default under the UCC; and subject to its obligations contained inin furtherance thereof, the Uniform Commercial Code as in effect in any state Collateral Agent may, at the direction of the Trustee or the appropriate agent(s) or other applicable law. Without limiting the generality representative(s) of the foregoingholders of any Permitted Lien Indebtedness as specified in Section 12.8(b), the Grantor agrees that the Lender shall have the right, subject without providing notice to the mandatory requirements of applicable lawPledgors except as specified below, to sell or otherwise dispose of all the Pledged Collateral or any part of the Collateral, thereof in one or more parcels at public or private sale or sale, at any exchange, broker's board or on at any securities exchangeof the Collateral Agent's offices or elsewhere, for cash, upon on credit or for future delivery delivery, and at such price or prices and upon such other terms as the Lender shall Collateral Agent may deem appropriatecommercially reasonable. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any of the GrantorPledgors, and each of the Grantor Pledgors hereby waives (to the extent permitted by law) all rights of redemption, stay and and/or appraisal which the Grantor it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting Each of the foregoingPledgors agrees that to the extent notice of sale shall be required by law, upon at least 30 days' notice to such Pledgor of the occurrence time and during place of any public sale or the continuance time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of an Event Pledged Collateral regardless of Defaultnotice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, immediately upon Lender's demand Grantor shall transfer and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each of the Pledgors hereby waives any claims against the Collateral Agent arising hereunder by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale. (ii) Each of the Pledgors recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all Collateral in its possession, including but not limited to all proceeds or any part of the Pledged Collateral, to Lenderlimit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each of the Pledgors acknowledges that any such private sale may be at prices and on terms less favorable to the Collateral Agent than those which may be obtained through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), 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 Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if the applicable Pledgor would agree to do so. (iii) If the Collateral Agent, at the direction of the Trustee or the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as specified in Section 12.8(b), exercises its right to sell any or all of the Pledged Collateral, upon written request, the applicable Pledgor(s) shall and shall execute cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to the Collateral Agent all documents reasonably requested such information as the Collateral Agent may request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by Lender the Collateral Agent as exempt transactions under the Securities Act and the rules of the SEC thereunder, as the same are from time to effectuate the transfer of such Collateral to Lendertime in effect.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor Borrower agrees to deliver each item of Collateral to the Lender Collateral Agent on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral Col lateral or any part thereof (at the same or different times) and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral or any part thereof may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor Borrower agrees that the Lender Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. Upon consum mation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the GrantorBorrower, and the Grantor Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor Borrower now has or may at any time in the future have under any rule of law or statute now existing exist ing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingBorrower 10 days' written notice (which the Borrower agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Collateral Agent may fix and state in the notice of such public sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all as the Collateral Agent may (in its possessionsole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Obligation then due and payable to such Secured Party from the Borrower 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 Borrower therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and the Borrower shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwith standing the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees, upon the Grantor agrees demand of the Administrative Agent, to deliver each item of make the Collateral available to the Lender on demandAdministrative Agent, and it is agreed that the Lender Administrative Agent shall have the right right, to take any or all of the following actions at the same or different times: extent permitted by applicable law, with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, Collateral at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. Upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of the Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-612 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may (with the consent of the Administrative Agent) make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full, in which case any excess proceeds thereof shall be disposed of as set forth in Section 4.02 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's ’s gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in California or any state or other applicable state law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's ’s demand Grantor shall transfer all Collateral in its possessionCash, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate an assignment of all of Grantor’s deposit accounts and account balances to Lender at any and all financial institutions at which such deposits exist at the transfer time of such Collateral to Lenderdemand.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and Default it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained inunder this Agreement, the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the rightapplicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; (iv) withdraw any and all cash or other Collateral from any Collateral Account and apply such cash and other Collateral to the payment of any and all Secured Obligations in the manner provided in Section 5.02; (v) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriateappropriate and (vi) with respect to any IP Collateral, on demand, cause the Security Interest to become an assignment, transfer and conveyance of any of or all such IP Collateral (provided that no such demand may be made unless an Event of Default has occurred and has continued for thirty (30) days) by the applicable Grantors to the Administrative Agent, or license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such IP Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine, provided, however, that such terms shall include all terms and restrictions that customarily required to ensure the continuing validity and effectiveness of the IP Collateral at issue, such as, without limitation, notice, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software, and confidentiality protections for trade secrets. Each Grantor acknowledges and recognizes that (a) the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof, (b) private sales so made may be at prices and upon other terms less favorable to the seller than if such securities were sold at public sales, (c) neither the Administrative Agent nor any other Secured Party has any obligation to delay sale of any of the Collateral for the period of time necessary to permit such securities to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. To the maximum extent permitted by Law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawapplicable Law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors ten (10) days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. The Administrative Agent may conduct one or more going out of business sales, in the Administrative Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Grantor. The Administrative Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Administrative Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Administrative Agent or such agent or contractor and neither any Grantor nor any Person claiming under or in right of any Grantor shall have any interest therein. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. 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 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable Law), the 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 any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes of determining the Grantors’ rights in the Collateral, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full, provided, however, that such agreements shall include all terms and restrictions that are customarily required to ensure the continuing validity and effectiveness of the IP Collateral at issue, such as, without limitation, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software, and protecting the confidentiality of trade secrets. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the Parent Borrower of its intent to exercise such rights (except in the case of a Bankruptcy Event of Default, immediately upon Lender's demand in which case no such notice shall be required) for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor shall transfer on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all Collateral determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in its possessionwhole or in part relating thereto. All sums disbursed by the Administrative Agent in connection with this paragraph, including but not limited reasonable out-of-pocket attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within ten (10) days of demand, by the Grantors to all proceeds of Collateral, to Lender, the Administrative Agent and shall execute all documents reasonably requested be additional Secured Obligations secured hereby. By accepting the benefits of this Agreement and each other Collateral Document, the Secured Parties expressly acknowledge and agree that this Agreement and each other Collateral Document may be enforced only by Lender the action of the Administrative Agent and that no other Secured Party shall have any right individually to effectuate seek to enforce or to enforce this Agreement or to realize upon the transfer security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of such the Secured Parties upon the terms of this Agreement and the other Collateral to LenderDocuments.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) The Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party after default under the Uniform Commercial Code (the "Code") in effect in the State of New York at that time (or such similar Canadian law legislation as may be applicable, including the Personal Property Security Act (Alberta) and the Civil Enforcement Act (Alberta), at that time), and, subject to applicable regulatory and legal requirements, the Grantor agrees to deliver each item Agent may also, without notice except as specified below, sell the Pledged 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 Collateral to the Lender Agent's offices or elsewhere, for cash, on demandcredit or for future delivery, and it is agreed that upon such other terms as the Lender Agent may deem commercially reasonable. Upon consummation of any such sale, the Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process assign, transfer and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject deliver to the mandatory requirements of applicable law, to sell purchaser or otherwise dispose of all or any part of purchasers thereof the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriatePledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCompany, and the Grantor hereby waives (Company, for itself and for its successors, receivers, trustees and assigns, and for any and all persons ever claiming any interest in the Pledged Collateral, to the extent permitted by law) , hereby WAIVES all rights of extension, redemption, stay stay, valuation and appraisal appraisal, and any similar right arising under the law of any country, which the Grantor Company now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Company agrees that, to the foregoingextent notice of sale shall be required by law, at least 10 days' notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Company hereby WAIVES any claims against the Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. At any public sale made pursuant to this Section 10, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal, and any similar right arising under the law of any country, on the part of the Company (all said rights being also hereby WAIVED and released), 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 it from any Borrower, any Guarantor and/or the Company as a credit against the purchase price, and it may, upon compliance with the occurrence terms of sale, hold, retain and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer dispose of such property without further accountability to the Company therefor. For purposes hereof, (i) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (ii) the Agent shall be free to Lendercarry out such sale pursuant to such agreement and (iii) the Company shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 10 shall be deemed to conform to the commercially reasonable standards as provided in the Code. The Company covenants and agrees that it will execute and deliver such documents and take such other action as the Agent deems necessary or advisable in order that any such sale may be made in compliance with applicable law. (b) In addition to the rights and remedies described in paragraph (a) of this Section 10, the Agent shall have all the following rights and remedies:

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of a Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender : (a) Secured Party shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, entitled to exercise any and all rights afforded granted to it by the Note, the Credit Agreement, and this Pledge Agreement. (b) Secured Party shall be entitled to exercise any and all rights and remedies of a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in of the State of Texas (the "Code"), and any state or and all rights granted by any other applicable law. Without limiting law or statute, including, without limitation, the generality right to take whatever steps it deems reasonably necessary to preserve the value of the foregoingCollateral pledged to it or in which it otherwise has a security interest and to enforce and realize upon such security interest in such Collateral. (c) Secured Party may, upon notice to each Pledgor (i) without giving notice to any Pledgor, apply, in the Grantor agrees that manner set forth in Section 6 below, any cash dividends or interest received by it and (ii) if following such application, there shall remain outstanding any obligations, sell the Lender shall have the rightremaining Collateral, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateralthereof, at public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Lender Secured Party shall deem appropriate. Secured Party shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantorany Pledgor, and the Grantor each Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and and/or appraisal which the Grantor that such Pledgor now has or may at any time in the future have have, under any rule of law or statute now existing or hereafter enacted. (d) Secured Party shall give each Pledgor ten (10) days' written notice of Secured Party's intention to make any such public or private sale. Without limiting Such notice, in case of public sale, shall state the foregoingtime and place for such sale, and, in the case of private sale, the day on which the Collateral, or any portion thereof, will first be offered for sale. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as Secured Party may fix and shall state in the notice of such sale. At any sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Secured Party may (in its sole and absolute discretion) determine. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. Secured Party 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 the event a sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the purchaser or purchasers thereof, but Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the occurrence power of sale herein conferred upon it, Secured Party may proceed by a suit or suits at law or in equity to foreclose under this Pledge Agreement and during to sell the continuance Collateral, or any portion thereof, pursuant to a judgment or decree of an Event a court or courts of Default, immediately upon Lender's demand Grantor shall transfer all competent jurisdiction. (e) Secured Party may at its option retain the Collateral in satisfaction of the obligations whenever the circumstances are such that Secured Party is entitled to do so under the Code. (f) Secured Party may at its possessionoption perform or attempt to perform (but Secured Party shall not be obligated to do so) any of Pledgors' covenants, including but not limited duties, liabilities, obligations, or agreements hereunder or under the Note, the Credit Agreement, and/or this Pledge Agreement, and any amount expended by Secured Party in such performance or attempted performance shall become a part of the obligations, and each Pledgor agrees to all proceeds of promptly pay any such amount to Secured Party. In order to facilitate Secured Party's enforcing its rights and remedies with respect to the Collateral and in order to allow Secured Party to preserve the property or interest in property evidenced by the certificate(s) representing the Collateral, Secured Party may cause the Pledged Securities or any other Collateral to Lenderbe transferred to its own name and it may take such actions as are deemed reasonably necessary by it, and each Pledgor will take whatever actions and execute whatever documents are deemed reasonably necessary by Secured Party, to register any such transfer and to cause any and all governmental agencies, if any, having jurisdiction to consent to and approve such transfer. Secured Party shall execute all documents reasonably requested not be liable for any action taken in good faith or believed in good faith to be within the power, authority and discretion given to Secured Party hereunder in the Credit Agreement or in the Note, and each Pledgor does hereby agree that any action so taken by Lender to effectuate Secured Party shall not be considered as an impairment of the transfer Collateral. No waiver by Secured Party of such Collateral to Lenderany Default shall operate as a waiver of any other Default or of the same Default on a future occasion, and no failure or delay by Secured Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise or the exercise of any other right, power or privilege.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of a Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender : (a) The Secured Party shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, entitled to exercise any and all rights afforded granted to it by the Notes, the Credit Agreement and this Pledge Agreement. (b) The Secured Party shall be entitled to exercise any and all rights and remedies of a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in of the State of Texas (the "Code"), and any state or and all rights granted by any other applicable law. Without limiting law or statute, including, without limitation, the generality right to take whatever steps it deems reasonably necessary to preserve the value of the foregoingCollateral pledged to it or in which it otherwise has a security interest and to enforce and realize upon such security interest in such Collateral. (c) The Secured Party may, the Grantor agrees that the Lender shall have the right, subject upon notice to the mandatory requirements of applicable lawPledgor (i) without giving prior notice to the Pledgor, to apply, in the manner set forth in Section 6 below, any cash dividends or interest received by it and (ii) if following such application, there shall remain outstanding any obligations, sell or otherwise dispose of all the remaining Collateral, or any part of the Collateralthereof, at public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Lender Secured Party shall deem appropriate. The Secured Party shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale, the Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorPledgor, and the Grantor Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and and/or appraisal which that the Grantor Pledgor now has or may at any time in the future have have, under any rule of law or statute now existing or hereafter enacted. (d) The Secured Party shall give the Pledgor ten (10) days' written notice of the Secured Party' intention to make any such public or private sale. Without limiting Such notice, in case of public sale, shall state the foregoingtime and place for such sale, and, in the case of private sale, the day on which the Collateral, or any portion thereof, will first be offered for sale. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as the Secured Party may fix and shall state in the notice of such sale. At any sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may (in its sole and absolute discretion) determine. The Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. The Secured Party 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 the event a sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Party until the sale price is paid by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the occurrence power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose under this Pledge Agreement and during to sell the continuance Collateral, or any portion thereof, pursuant to a judgment or decree of an Event a court or courts of Defaultcompetent jurisdiction. (e) In accordance with, immediately upon Lender's demand Grantor shall transfer all and to the extent consistent with the terms of, the Intercreditor Agreement, the Secured Party may at its option retain the Collateral in satisfaction of the obligations whenever the circumstances are such that the Secured Party is entitled to do so under the Code. (f) The Secured Party may at its possessionoption perform or attempt to perform (but the Secured Party shall not be obligated to do so) any of the Pledgor's covenants, including but not limited duties, liabilities, obligations, or agreements hereunder or under the Notes, the Credit Agreement and/or this Pledge Agreement, and any amount expended by the Secured Party in such performance or attempted performance shall become a part of the obligations, and the Pledgor agrees to all proceeds of promptly pay any such amount to the Secured Party. (g) In accordance with, and to the extent consistent with the terms of, the Intercreditor Agreement, in order to facilitate the Secured Party's enforcing its rights and remedies with respect to the Collateral and in order to allow the Secured Party to preserve the property or interest in property evidenced by the certificate(s) representing the Collateral, the Secured Party may cause the Pledged Securities or any other Collateral to Lenderbe transferred to its own name and it may take such actions as are deemed reasonably necessary by it, and the Pledgor will take whatever actions and execute whatever documents are deemed reasonably necessary by the Secured Party, to register any such transfer and to cause any and all governmental agencies, if any, having jurisdiction to consent to and approve such transfer. Notwithstanding any other provision to the contrary herein contained, the Secured Party shall execute not be entitled to transfer (to its own name or otherwise) or assign, sell or realize for its benefit or any other way, more than 66% of the issued and outstanding Capital Stock of Addison and all documents reasonably requested by Lender monies, distributions or other proceeds attributable to effectuate the transfer Collateral in excess of such Collateral percentage shall be held for the benefit of and paid by the Secured Party to Lenderthe Pledgor. The Secured Party shall not be liable for any action taken in good faith or believed in good faith to be within the power, authority and discretion given to the Secured Party hereunder, in the Credit Agreement or in the Notes, and the Pledgor does hereby agree that any action so taken by the Secured Party shall not be considered as an impairment of the Collateral. No waiver by the Secured Party of any Default shall operate as a waiver of any other Default or of the same Default on a future occasion, and no failure or delay by the Secured Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise or the exercise of any other right, power or privilege.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Obligations under the Uniform Commercial Code as in effect (including the New York UCC) in any state applicable jurisdiction or other applicable law. Without limiting the generality of the foregoinglaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give the applicable Grantors ten days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Without limiting Such notice, in the foregoingcase 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 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 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 Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of DefaultDefault and after notice to the Borrower of its intent to exercise such rights, immediately upon Lender's demand for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor shall transfer on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or paying any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in its possessionconnection with this paragraph, including but not limited reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within ten days of demand, by the Grantors to all proceeds of Collateral, to Lender, the Collateral Agent and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderbe additional Obligations secured hereby.

Remedies Upon Default. Upon Whenever any Event of Default under and defined in the occurrence Loan Agreement shall occur and during be continuing, Assignor's rights pursuant to Section 2 hereof shall terminate and be null and void, and Assignee shall have all the continuance rights and remedies granted to it in such event by the Loan Agreement or any other Loan Document, which rights and remedies are specifically incorporated herein by reference and made a part hereof. Assignee in such event may collect directly any payments due to Assignor in respect of an the Collateral and may sell, license, lease, assign, or otherwise dispose of the Collateral in the manner set forth in the Loan Agreement or in any other Loan Document by Assignor in favor of Assignee. Assignor agrees that, in the event of any disposition of the Collateral upon any such Event of Default, the Grantor agrees it will duly execute, acknowledge, and deliver all documents necessary or advisable to deliver each item of Collateral record title to the Lender on demandCollateral in any transferee or transferees thereof, including, without limitation, valid, recordable assignments of the Trademarks. In the event Assignor fails or refuses to execute and deliver such documents, Assignor hereby irrevocably appoints Assignee as its attorney-in-fact, with power of substitution, to execute, deliver, and it is agreed that the Lender shall have the right to take record any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lendersuch documents on Assignor's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for behalf. For the purpose of taking possession of or removing the Collateral and, generally, enabling Assignee to exercise rights and remedies upon any and all rights afforded such Event of Default, Assignee hereby grants to a secured party underAssignee an irrevocable, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state non-exclusive license (exercisable without payment of royalty or other applicable law. Without limiting the generality of the foregoingcompensation to Assignor) to use, the Grantor agrees that the Lender shall have the rightassign, subject to the mandatory requirements of applicable lawlicense, to sell or otherwise dispose of all or sub-license any part of the Collateral, at public now owned or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantorhereafter acquired by Assignor, and wherever the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or same may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderbe located.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained inunder this Agreement, the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw, the and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; (iv) withdraw any and all cash or other Collateral from any Collateral Account and apply such cash and other Collateral to the payment of any and all Secured Obligations in the manner provided in Section 5.02 of this Agreement; (v) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriateappropriate and (vi) with respect to any Intellectual Property Collateral, on demand, cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Intellectual Property Collateral by the applicable Grantors to the Collateral Agent, or license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Intellectual Property Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine, provided, however, that such terms shall include all terms and restrictions that are customarily required to ensure the continuing validity and effectiveness of the Intellectual Property Collateral at issue, such as, without limitation, notice, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software, and confidentiality protections for trade secrets. Each Grantor acknowledges and recognizes that (a) the Collateral Agent may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof, (b) private sales so made may be at prices and upon other terms less favorable to the seller than if such securities were sold at public sales, (c) neither the Collateral Agent nor any other Secured Party has any obligation to delay sale of any of the Collateral for the period of time necessary to permit such securities to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. To the maximum extent permitted by Law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawapplicable Law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting To the foregoingextent notice of any sale is required by applicable law, the Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such 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 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. The Collateral Agent may conduct one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Grantor. The Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither any Grantor nor any Person claiming under or in right of any Grantor shall have any interest therein. At any such sale, the 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 Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable Law), the 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 any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes of determining the Grantors’ rights in the Collateral, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full, provided, however, that such terms shall include all terms and restrictions that are customarily required to ensure the continuing validity and effectiveness of the Intellectual Property Collateral at issue, such as, without limitation, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software, and protecting the confidentiality of trade secrets. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the Borrower of its intent to exercise such rights (except in the case of a Bankruptcy Event of Default, immediately upon Lender's demand in which case no such notice shall be required), for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor shall transfer on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in its possessionconnection with this paragraph, including but not limited reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to all proceeds of Collateral, to Lender, the Collateral Agent and shall execute all documents reasonably requested be additional Secured Obligations secured hereby. By accepting the benefits of this Agreement and each other Collateral Document, the Secured Parties expressly acknowledge and agree that this Agreement and each other Collateral Document may be enforced only by Lender the action of the Collateral Agent and that no other Secured Party shall have any right individually to effectuate seek to enforce or to enforce this Agreement or to realize upon the transfer security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of such the Secured Parties upon the terms of this Agreement and the other Collateral to LenderDocuments.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Obligations under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoinglaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent promptly, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the applicable Grantor with notice thereof prior to such occupancy; (iii) require each Grantor to, and each Grantor agrees that it will at its expense and upon the request of the Administrative Agent promptly, assign the entire right, title, and interest of such Grantor in each of the Patents, Trademarks, domain names and Copyrights to the Administrative Agent for the benefit of the Secured Parties; (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with notice thereof prior to such exercise; and (v) subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during During the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Secured Obligations, and subject to its obligations contained inincluding the Guarantees, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting Law and also may (i) exercise any and all rights and remedies of AGFC under or in connection with the generality Pledged Collateral, or otherwise in respect of the foregoing, the Grantor agrees Pledged Collateral; provided that the Lender Collateral Agent shall have the right, provide AGFC with notice thereof prior to such exercise; and (ii) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Pledged Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale 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 a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and 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 property sold absolutely absolutely, free from any claim or right on the part of the GrantorAGFC, and the Grantor AGFC hereby waives (to the extent permitted by lawLaw) all rights of redemption, stay and appraisal which the Grantor AGFC now has or may at any time in the future have under any rule of law or statute Law now existing or hereafter enacted. Without limiting The Collateral Agent shall give AGFC 5 Business Days’ written notice (which AGFC agrees is reasonable notice within the foregoingmeaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such 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, 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, valuation or appraisal on the part of AGFC (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 AGFC as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer dispose of such property without further accountability to AGFC 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 Lendercarry out such sale pursuant to such agreement and AGFC 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 entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements (including the Grantor agrees to deliver each item of Collateral to the Lender on demandGaming Laws), and it is agreed that the Lender shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by Agent may sell the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral andNevada Collateral, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateralthereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Nevada Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Nevada Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Nevada Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorPledgors, and the Grantor hereby waives (and, to the extent permitted by applicable law) , the Pledgors hereby waive all rights of redemption, stay stay, valuation and appraisal which the Grantor Pledgors now has have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting In the foregoingevent that, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all the Collateral in its possessionAgent intends to exercise any of the voting and other rights with respect to any Pledged Stock, including including, but not limited to all proceeds (i) re-registration of any Pledged Stock, or (ii) foreclosure, transfer or other enforcement of the security interests in any Pledged Stock, pursuant to applicable Gaming Laws, such exercise of remedies shall require the prior approval of any agency, authority, board (including the Nevada Gaming Authorities), bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or foreign government, any state, province or city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the gaming commission and any other agency with authority to regulate any gaming operation or proposed gaming operation owned, managed or operated by each Pledgor or its subsidiaries (the “Gaming Authorities”) and/or licensing of the Collateral Agent or its nominee (unless such licensing requirement is waived by the applicable Gaming Authorities upon the application of the Collateral Agent or its nominee), pursuant to applicable Gaming Laws. The approval by the applicable Gaming Authorities of this Agreement shall not act or be construed as the approval, either express or implied, for the Collateral Agent to take any action or steps provided for in this Agreement for which prior approval of any applicable Gaming Authorities is required, without first obtaining such prior approval of such applicable Gaming Authorities to the extent then required by applicable Gaming Law. The Collateral Agent shall give the applicable Pledgor 10 days’ prior written notice (which such Pledgor agrees is reasonable notice within the meaning of Section 9-612 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of such Pledgor’s Nevada Collateral. Such 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 Nevada 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 of such sale. At any such sale, the Nevada Collateral, or portion thereof, to Lenderbe 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 Nevada Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Nevada 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 Nevada Collateral is made on credit or for future delivery, the Nevada Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall execute not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Nevada Collateral so sold and, in case of any such failure, such Nevada Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of the applicable Pledgor (all documents reasonably requested said rights being also hereby waived and released), the Nevada Collateral or any part thereof offered for sale and may make payment on account thereof by Lender using any claim then due and payable to effectuate it from such Pledgor as a credit against the transfer purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Nevada Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to Lendercarry out such sale pursuant to such agreement and (c) the Pledgors shall not be entitled to the return of the Nevada Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Nevada Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Nevada Collateral and to sell the Nevada Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to the extent permitted by applicable law to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees, upon the Grantor agrees demand of the Administrative Agent, to deliver each item of make the Collateral available to the Lender on demandAdministrative Agent, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: right, with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, Collateral at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. Upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of the Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may (with the consent of the Administrative Agent) make payment on account thereof by using any Obligation then due and payable to such Secured Party from any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full, in which case any excess proceeds thereof shall be disposed of as set forth in Section 4.02 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon (a) If any Event of Default shall have occurred and be continuing with respect to which a Default Notice has been delivered to the occurrence Collateral Agent in accordance with Section 12(e) hereof, and during only to the continuance extent the Majority Holders have so directed the Collateral Agent in accordance with Section 12(e), the Collateral Agent shall have and be entitled to exercise, in addition to all other rights given by law or by this Agreement, all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (the "UCC") as in effect in the State of New York at that time or any other applicable law and shall also be entitled, without limitation, to exercise the rights set forth in this Section 12(a). The Collateral Agent may, subject to the provision of Section 12(e) below, without notice and at its option, transfer or register, and the Pledgor shall register or cause to be registered upon request therefor by the Collateral Agent, the Collateral or any part thereof on the books of IPL into the name of the Collateral Agent or the Collateral Agent's nominee(s), with or without any indication that such Collateral is subject to the security interest hereunder. In addition, with respect to any Collateral that shall then be in or shall thereafter come into the possession or custody of the Collateral Agent, the Collateral Agent may, subject to the provisions of Section 12(e) below, sell or otherwise dispose of or cause the same to be sold or otherwise disposed of at any broker's board or at public or private sale, in one or more sales or lots, for cash or on credit or for future delivery, without assumption of any credit risk. The purchaser of any or all Collateral so sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever. Unless any of the Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Collateral Agent will give the Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, commercial finance companies, or other financial institutions disposing of property similar to the Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to the Pledgor as provided below in Section 18.1, at least ten days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, waived. The Collateral Agent or any other Secured Party may, in its own name or in the name of a designee or nominee, buy any of the Collateral at any public sale and, if permitted by applicable law, at any private sale. All expenses (including court costs and reasonable attorneys' fees 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 Collateral. (b) If, subject to the provisions of Section 12(e) below, the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Shares pursuant to Section 12(a) above, and if in the opinion of counsel for the Collateral Agent it is necessary to have the Pledged Shares or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor, upon receipt by the Pledgor of a written request from the Collateral Agent, as directed by and on behalf of the Majority Holders, will cause IPL to (i) execute and deliver, and cause its directors and officers to execute and deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary to register such Pledged Shares under the provisions of the Securities Act, (ii) cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Pledged Shares, or that portion thereof to be sold and (iii) make all amendments thereto and/or to the related prospectus that are necessary, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to cause IPL to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction that the Collateral Agent shall designate for the sale of the Pledged Shares and to make available to IPL's security holders, as soon as practicable, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act. The Pledgor will cause IPL to furnish to the Collateral Agent such number of copies as the Collateral Agent may reasonably request of each preliminary and final prospectus, to notify the Collateral Agent promptly of the happening of any event as a result of which any then effective prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of then existing circumstances, and to cause the Collateral Agent to be furnished with such number of copies as the Collateral Agent may request of such supplement to or amendment of such prospectus. The Pledgor will, and will cause IPL, to the maximum extent permitted by law, to indemnify, defend and hold harmless the Collateral Agent and the Secured Parties from and against all losses, liabilities, expenses or claims (including reasonable legal fees and expenses and the reasonable costs of investigation) that the Collateral Agent or any Secured Party may incur under the Securities Act or otherwise, insofar as such losses, liabilities, expenses or claims arise out of or are based upon any alleged untrue statement of a material fact contained in such registration statement (or any amendment thereto) or in any preliminary or final prospectus (or any amendment or supplement thereto), or arise out of or are based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that any such losses, liabilities, expenses or claims arise solely out of or are based upon any such alleged untrue statement made or such alleged omission to state a material fact included or excluded on the written direction of the Collateral Agent. The Pledgor will bear all costs and expenses of carrying out its obligations and the obligations of IPL hereunder. (c) In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Collateral may be effected after an Event of Default, the Grantor Pledgor agrees that upon the occurrence and continuance of any Event of Default, the Collateral Agent may, from time to time, attempt to sell all or any part of the 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 Collateral Agent may solicit offers to buy the Collateral, or any part of it, for cash, from a limited number of investors who might be interested in purchasing the Collateral. The Pledgor acknowledges and agrees that any such private sale may result in prices and terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit IPL to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if IPL agrees to deliver each item do so. (d) The Pledgor further agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this Section 12 valid and binding and in compliance with any and all other applicable requirements of law; provided that the Pledgor shall not be required to seek regulatory approval to enable the Collateral Agent to exercise or enforce its rights and remedies hereunder until an Event of Default has occurred and is continuing with respect to which a Default Notice has been delivered to the Lender on demandCollateral Agent in accordance with Section 12(e) hereof. The Pledgor further agrees that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the Pledgor, and it the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default or Event of Default has occurred and is agreed continuing under the Indenture or the Additional Debt Documents. (e) The Collateral Agent shall not commence or otherwise take any action or proceeding pursuant to this Section 12 or to realize upon any or all of the Collateral unless and until the Majority Holders, acting through the Trustee in the case of the Securities and through the Additional Debtholders (or, if applicable, the Additional Secured Debt Agent) in the case of the Additional Secured Debt, shall have notified a responsible officer of the Collateral Agent in writing of the occurrence of an Event of Default (a "Default Notice") and shall have directed the Collateral Agent in writing to commence to enforce this Agreement and/or to realize upon any or all of the Collateral. Upon receipt by the Collateral Agent of any such notice and direction, the Collateral Agent shall (i) promptly send copies thereof to all Secured Parties and (ii) subject to the other terms and provisions of this Agreement, seek to enforce this Agreement and to realize upon the Collateral. After any such notice and direction has been given, the Majority Holders shall have the right to give written directions to the Collateral Agent as to the time, place and manner of the taking of such actions, and the Collateral Agent shall be required to seek to follow such directions; provided that, at the time of delivery of such notice, the Majority Holders shall provide the Collateral Agent with a written calculation establishing their status as the Majority Holders; provided, further, that the Lender Collateral Agent, prior to acting on such notice, shall request, and may conclusively rely upon, a statement from the Trustee confirming the amounts outstanding under the Indenture, and from the relevant Additional Secured Debt Agent or Additional Debtholder, as applicable, confirming the principal amount of the Additional Secured Debt outstanding, respectively; provided, further, that in the absence of such notice and direction, 45 days after receipt of the Default Notice, the Collateral Agent shall have the right to take such actions as it deems necessary, advisable or appropriate; provided, further, that each of the Secured Parties, by its acceptance of the benefits of this Agreement, agrees that if at any time of determination such Secured Party is a Majority Holder, such Secured Party shall exercise its rights pursuant to this sentence in good faith for the benefit of all of the Secured Parties; and provided further that the Majority Holders may give written directions to the Collateral Agent to cease or materially curtail its efforts seeking to enforce this Agreement or to cease or materially curtail its efforts seeking to realize upon any or all of the following actions at Collateral. Upon the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession receipt by a responsible officer of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) Agent of any such direction to enter any premises where so cease, the Collateral may Agent shall be located for the purpose of taking possession of or removing the Collateral and, generally, required to exercise any and all rights afforded seek to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the rightdo so, subject to the mandatory requirements rights of applicable lawthe Majority Holders on behalf of the Secured Parties to give another written notice and direction of the type referred to above. (f) Notwithstanding anything to the contrary contained in this Agreement, the rights of the Collateral Agent with respect to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (obligations of IPALCO, shall be subject to the extent permitted by law) all rights receipt of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lendernecessary regulatory approvals.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Secured Obligations, and subject to its obligations contained inas applicable, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw, the and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent, promptly assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; (iv) withdraw any and all cash or other Collateral from the Cash Collateral Account and to apply such cash and other Collateral to the payment of any and all Secured Obligations in the manner provided in Section 5.02 of this Agreement; (v) subject to the mandatory requirements of applicable lawLaws and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate; and (vi) with respect to any Intellectual Property Collateral, on demand, cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Intellectual Property Collateral (provided that no such demand may be made unless an Event of Default has occurred and has continued for thirty (30) days) by the applicable Grantors to the Collateral Agent, or license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Intellectual Property Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine; provided, however, that such terms shall be subject to the provisions of Section 4.01 of this Agreement. The Collateral Agent shall be authorized at any sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of such securities to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawapplicable Law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors ten (10) days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 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 Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all as the Collateral Agent may (in its possessionsole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable Law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full (in which case the applicable Grantors shall be entitled to the proceeds of any such sale pursuant to Section 5.02 hereof). As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Secured Obligations, and subject to its obligations contained inas applicable, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw, the and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent, promptly assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; (iv) withdraw any and all cash or other Collateral from the Cash Collateral Account and to apply such cash and other Collateral to the payment of any and all Secured Obligations in the manner provided in Section 5.02 of this Agreement; (v) subject to the mandatory requirements of applicable lawLaws and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate; and (vi) with respect to any Intellectual Property Collateral, on demand, cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Intellectual Property Collateral (provided that no such demand may be made unless an Event of Default has occurred and has continued for thirty (30) days) by the applicable Grantors to the Collateral Agent, or license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Intellectual Property Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine; provided, however, that such terms shall be subject to the provisions of Section 4.01 of this Agreement. The Collateral Agent shall be authorized at any sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of such securities to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawapplicable Law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lender.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of its Collateral to the Lender Secured Parties on demand, and it is agreed that the Lender Secured Parties shall have the right to take any of or all of the following actions at the same or different times: times (but at all times subject to any Existing Liens): with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral Collateral, exercise Grantor's right to xxxx and receive payment for completed work and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Secured Parties shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Secured Parties shall deem appropriate. The Secured Parties shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Parties shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting . (b) The Secured Parties shall give Grantor ten (10) days' written notice (which Grantor agrees is reasonable notice within the foregoing, upon meaning of Section 9-504(3) of the occurrence and during Uniform Commercial Code) of the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited Secured Parties' intention to all proceeds make any sale of Collateral. Such 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 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 Secured Parties may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to Lenderbe sold may be sold in one lot as an entirety or in separate parcels, as the Secured Parties may (in their sole and absolute discretion) determine. The Secured Parties shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if they shall determine not to do so, regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Secured Parties may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Parties until the sale price is paid by the purchaser or purchasers thereof, but the Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, the Secured Parties may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Parties from Grantor as a credit against the purchase price, and the Secured Parties may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Parties shall be free to carry out such sale pursuant to such agreement and Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Secured Parties shall have entered into such an agreement all Obligations have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Secured Parties may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the each Grantor agrees to deliver deliver, on demand, each item of Collateral to the Lender on demandAdministrative Agent or any Person designated by the Administrative Agent, and it is agreed that the Lender Administrative Agent shall have the right to take any of or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance(a) on demand, to take possession cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Administrative Agent, for the benefit of the Secured Parties, or to license or sublicense, whether on an exclusive or nonexclusive basis, any Collateral throughout the world on such terms and without liability for trespass conditions and in such manner as the Administrative Agent shall determine (except for actual damage caused by other than in violation of any then-existing licensing arrangements to the Lender's gross negligence or willful misconductextent that waivers cannot be obtained), and (b) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Administrative Agent shall have the right, subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors no less than 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor Borrower agrees to deliver each any item of Collateral to the Lender on demandAdministrative Agent that the Borrower has not delivered to the Administrative Agent prior to the date of such occurrence, and it is agreed that the Lender shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, including the Regulatory Transfer Restriction, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law, exercise any and all rights and remedies of the Borrower under or in connection with the Collateral and to sell or otherwise dispose of all or any part of the Collateral, Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the GrantorBorrower, and the Grantor Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingBorrower 10 days’ written notice (which the Borrower agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate lots, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the 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 Borrower 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 Borrower therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and the Borrower shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. The provisions of this Section 3.01 are subject in every respect to the Regulatory Transfer Restriction.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Agent’s name or into the name of its nominee or nominees (to the extent the Agent has not theretofore done so) and thereafter receive, for the benefit of each Secured Party, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the same Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Agent and make it available to the Agent at a place or willful misconduct) places to be designated by the Agent that is reasonably convenient to both parties, and the Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or removing process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, to exercise at any and all rights afforded to a secured party underof the Agent’s offices, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery, and subject to its obligations contained inat such price or prices and upon such other terms as the Agent may deem commercially reasonable and/or (B) lease, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell license or otherwise dispose of the Collateral or any part thereof upon such terms as the Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least 5 days’ prior notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. If the Agent sells any of the Collateral upon credit, the Grantors will be credited only with payments actually received by the Agent from the purchaser thereof, and if such purchaser fails to pay for the Collateral, the Collateral may resell the Collateral and the Grantors shall be credited with proceeds of the sale. The Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against each Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (A) any such sale of the Collateral by the Agent shall be made without warranty, (B) the Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (C) the Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Agent (on behalf of itself and each Secured Party) and (D) such actions set forth in clauses (A), (B) and (C) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Agent, each Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Agent may, at any time and from time to time, upon 5 days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (3) the Agent may, at any time, execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) In the event that the Agent determines to exercise its right to sell all or any part of the Pledged Interests pursuant to Section 9(a) hereof, each Grantor will, at such Grantor’s expense and upon request by the Agent: (i) execute and deliver, and cause each issuer of such Pledged Interests and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Agent, advisable to register such Pledged Interests under the provisions of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto, (ii) cause each issuer of such Pledged Interests to qualify such Pledged Interests under the state securities or “Blue Sky” laws of each jurisdiction, and to obtain all necessary governmental approvals for the sale of the Pledged Interests, as requested by the Agent, (iii) cause each Pledged Issuer to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act, and (iv) do or cause to be done all such other acts and things as may be necessary to make such sale of such Pledged Interests valid and binding and in compliance with applicable law. Each Grantor acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Agent by reason of the failure by any Grantor to perform any of the covenants contained in this Section 9(b) and, consequently, agrees that, if any Grantor fails to perform any of such covenants, it shall pay, as liquidated damages and not as a penalty, an amount equal to the value of the Pledged Interests on the date the Agent demands compliance with this Section 9(b); provided, however, that the payment of such amount shall not release any Grantor from any of its obligations under any of the other Loan Documents. (c) Notwithstanding the provisions of Section 9(b) hereof, each Grantor recognizes that the Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Each Grantor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Agent may, in such event, bid for the purchase of such securities. (d) Any cash held by the Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Agent (or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral, at public the Agent may, in the discretion of the Agent, be held by the Agent (or private sale its agent or designee) as collateral for, and/or then or at any broker's board time thereafter applied (after payment of any amounts payable to the Agent pursuant to Section 10 hereof) in whole or on in part by the Agent against, all or any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorSecured Obligations in such order as the Agent shall elect, consistent with the provisions of the Financing Agreement. Any surplus of such cash or Cash Proceeds held by the Agent (or its agent or designee) and remaining after the Termination Date shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (e) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which each Secured Party is legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Agent to collect such deficiency. (f) Each Grantor hereby acknowledges that if the Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (g) The Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby waives (agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent permitted by law) that it lawfully may, each Grantor hereby irrevocably waives the benefits of all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderlaws.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Secured Obligations, and subject to its obligations contained inincluding the Guarantees, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw or in equity and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent, promptly assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under Law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the rightapplicable Grantor with written notice thereof prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with written notice thereof prior to such exercise; and (iv) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawLaw) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute Law now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is commercially reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable Law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

Remedies Upon Default. (a) After the occurrence and during the continuance of an Event of Default, Xxxxxxxx hereby appoints Administrative Agent as attorney-in-fact of Borrower for the purpose of taking any action and executing or endorsing any instruments that Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney-in-fact is irrevocable and coupled with an interest. After the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Administrative Agent and the Lenders against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Administrative Agent shall have commenced any action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Collateral. Any such actions taken by Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Administrative Agent or the Lenders permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Xxxxxxxx agrees that if an Event of Default is continuing (i) to the extent permitted by law, Administrative Agent and the Lenders shall not be subject to any one action or election of remedies law or rule, (ii) all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent has exhausted all of its remedies against the Collateral have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full. (b) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral with respect to the Lender on Account Collateral, Administrative Agent may (subject to the notice and grace periods set forth herein): (A) without notice to Borrower, except as required by law, and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Account Collateral against the Obligations or any part thereof in accordance with the priorities set forth in Section 3.04(e) hereof; (B) in Administrative Agent’s sole discretion, at any time and from time to time, exercise any and all rights and remedies available to it under this Agreement, and/or as a secured party under the UCC pursuant to the provisions of this Agreement and the other Loan Documents; (C) demand, collect, take possession of or receipt for, settle, compromise, adjust, sue for, foreclose or realize upon the Account Collateral (or any portion thereof) as Administrative Agent may determine in its sole discretion; and (D) take all other actions provided in, or contemplated by, this Agreement. (c) Administrative Agent may (A) immediately sell, at a public or private sale in a commercially reasonable manner and it is agreed that the Lender shall have the right to take at such price or prices as Administrative Agent may reasonably deem satisfactory any or all of the following actions at Financed Tax Liens or (B) in its sole discretion elect, in lieu of selling all or a portion of such Financed Tax Liens, to give Borrower credit for such Financed Tax Liens in an amount equal to the market value of the related Eligible Assets (as determined by the Administrative Agent in its sole discretion) against the aggregate unpaid Outstanding Principal Amount for such Financed Tax Liens and any other amounts owing by Borrower under the Loan Documents. The proceeds of any disposition of Financed Tax Liens effected pursuant to this Section 14(c) shall be applied in the same or different times: priority as set forth in Section 3. (d) Borrower shall be liable to Administrative Agent for (A) the amount of all actual expenses, including reasonable documented legal fees and expenses, actually incurred by Administrative Agent in connection with or without legal process as a consequence of an Event of Default with respect to Borrower, (B) all actual costs incurred in connection with covering transactions or hedging transactions, and (C) any other actual loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default with or without previous notice or demand for performancerespect to Borrower. (e) Administrative Agent shall have, in addition to take possession its rights and remedies under the Loan Documents, all of the Collateral rights and remedies provided by applicable federal, state, foreign, and local laws (including, without liability for trespass (except for actual damage caused by limitation the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose rights and remedies of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underunder the UCC), in equity, and subject to its obligations contained in, the Uniform Commercial Code as in effect in under any state or other applicable lawagreement between Administrative Agent and Borrower. Without limiting the generality of the foregoing, Administrative Agent shall be entitled to set off the Grantor agrees proceeds of the liquidation of the Financed Tax Liens against the Obligations, whether or not such Obligations are then due, without prejudice to Administrative Agent’s right to recover any deficiency. (f) Administrative Agent may enforce its rights and remedies hereunder without prior judicial process or hearing, and Borrower hereby expressly waives any defenses Borrower might otherwise have to require Administrative Agent to enforce its rights by judicial process. Borrower also waives any defense Borrower might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Financed Tax Liens, or from any other election of remedies. Borrower recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arms-length. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Agent, Secured Party or Lender shall have the right, subject to the mandatory requirements of applicable law, to sell exercise any rights or otherwise dispose of all remedies against any Excluded Series or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to LenderExcluded Tax Lien Redemption Payments.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under this Agreement, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender shall have the right to take any or may declare all of the following actions at the same Indebtedness due and owing, without notice to Borrower, whereupon all such Indebtedness and other amounts shall thereupon be and become immediately due and payable. In addition, Lender may pursue or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded other rights, remedies, privileges and powers given Lender by this Agreement, the Promissory Note, or any other instrument or document now or hereafter given as security for payment of the Indebtedness or any other obligations under this Agreement or any applicable law due to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable lawdefault thereunder. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right No failure on the part of the GrantorLender to exercise, and no delay in exercising, any right hereunder, under the Grantor hereby waives (to the extent permitted by law) all rights of redemptionPromissory Note, stay and appraisal which the Grantor now has or may at any time in the future have under any rule documents securing the Indebtedness shall operate as a waiver thereof, nor shall any singular or partial exercise by Lender hereunder or under the Promissory Note or such other documents preclude any other or further exercise thereof, or the exercise of law or statute now existing or hereafter enactedany other right. Without limiting the foregoing, Borrower agrees that upon the occurrence and during the continuance of an Event of DefaultDefault under this Agreement, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all the proceeds of Collateralany property or collateral in the possession of Lender or in which Lender has a security interest, whether or not such property or collateral is held as security for the Indebtedness under this Agreement, may be held and/or applied by Lender, at its discretion, to Lenderthe payment of the Promissory Note, the Indebtedness and shall execute all documents reasonably requested any other indebtedness owed to Lender by Borrower, at such times and in such order as Lender may from time to effectuate the transfer of such Collateral to Lendertime deem appropriate.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of its Collateral to the Lender Secured Parties on demand, and it is agreed that the Lender Secured Parties shall have the right to take any of or all of the following actions at the same or different times: times (but at all times subject to any Existing Liens): with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral Collateral, exercise Grantor's right to bill and receive payment for comxxxxed work and, generally, to exercise any and all rights afforded to a 7 secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Secured Parties shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Secured Parties shall deem appropriate. The Secured Parties shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Parties shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting . (b) The Secured Parties shall give Grantor ten (10) days' written notice (which Grantor agrees is reasonable notice within the foregoing, upon meaning of Section 9-504(3) of the occurrence and during Uniform Commercial Code) of the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited Secured Parties' intention to all proceeds make any sale of Collateral. Such 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 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 Secured Parties may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to Lenderbe sold may be sold in one lot as an entirety or in separate parcels, as the Secured Parties may (in their sole and absolute discretion) determine. The Secured Parties shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if it shall determine not to do so, regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Secured Parties may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Parties until the sale price is paid by the purchaser or purchasers thereof, but the Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, the Secured Parties may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Parties from Grantor as a credit against the purchase price, and the Secured Parties may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Parties shall be free to carry out such sale pursuant to such agreement and Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Secured Parties shall have entered into such an agreement all Obligations have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Secured Parties may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Agent’s name or into the name of its nominee or nominees (to the extent the Agent has not theretofore done so) and thereafter receive, for the benefit of the Agent, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the same Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Agent and make it available to the Agent at a place or willful misconduct) places to be designated by the Agent that is reasonably convenient to both parties, and the Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or removing process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Agent may deem commercially reasonable. Each Grantor agrees that, to exercise the extent notice of sale or any other disposition of the Collateral shall be required by law, at least 10 days’ prior notice to a Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights afforded that such Grantor may have to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees require that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at Collateral be marshalled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCollateral by the Agent shall be made without warranty, (ii) the Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely effect the Grantor hereby waives (commercial reasonableness of any such sale of the Collateral. In addition to the extent permitted by lawforegoing, (i) all rights upon notice to any Grantor from the Agent, each Grantor shall cease any use of redemptionthe Intellectual Property or any trademark, stay and appraisal which patent or copyright similar thereto for any purpose described in such notice; (ii) the Grantor now has or may Agent may, at any time and from time to time, upon 10 days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the future have under Agent shall in its sole discretion determine; and (iii) the Agent may, at any rule of law or statute now existing or hereafter enacted. Without limiting time, pursuant to the foregoing, authority granted in Section 6 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), immediately upon Lender's demand execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held by the Agent as Collateral and all Cash Proceeds received by the Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Agent, be held by the Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Agent pursuant to Section 8 hereof) in whole or in part by the Agent against, all or any part of the Obligations in such order as the Agent shall elect, consistent with the provisions of the Loan Agreement. Any surplus of such cash or Cash Proceeds held by the Agent and remaining after termination of all Commitments and the payment in full of all of the Obligations, shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Agent and the Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Agent complies with any applicable state or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) The Agent shall transfer all Collateral in its possessionnot be required to marshal any present or future collateral security (including, including but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all proceeds other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of Collateralcollateral which might cause delay in or impede the enforcement of the Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to Lenderthe extent that it lawfully may, and shall execute each Grantor hereby irrevocably waives the benefits of all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderlaws.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Administrative Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Administrative Agent’s name or into the name of its nominee or nominees (to the extent the Administrative Agent has not theretofore done so) and thereafter receive, for the benefit of the Administrative Agent and the Lenders, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the same Administrative Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Administrative Agent and make it available to the Administrative Agent at a place or willful misconduct) places to be designated by the Administrative Agent that is reasonably convenient to both parties, and the Administrative Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or removing process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, to exercise at any and all rights afforded to a secured party underof the Administrative Agent’s offices, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery, and subject to its obligations contained inat such price or prices and upon such other terms as the Administrative Agent may reasonably deem commercially reasonable and/or (B) lease, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell license or otherwise dispose of the Collateral or any part thereof upon such terms as the Administrative Agent may reasonably deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days’ prior notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Administrative Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral, at Collateral be marshaled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCollateral by the Administrative Agent shall be made without warranty, and (ii) the Grantor hereby waives Administrative Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (to iii) the extent Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Administrative Agent (on behalf of itself and the Lenders) all rights and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of redemptionany such sale of the Collateral. In addition to the foregoing, stay and appraisal which (i) upon written notice to any Grantor from the Administrative Agent, each Grantor now has shall cease any use of the Intellectual Property or may any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) the Administrative Agent may, at any time and from time to time, upon ten (10) days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the future have under Administrative Agent shall in its reasonable discretion determine; and (iii) the Administrative Agent may, at any rule of law or statute now existing or hereafter enacted. Without limiting time, pursuant to the foregoing, authority granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), immediately upon Lender's demand execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Each Grantor recognizes that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Administrative Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall transfer be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Each Grantor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Administrative Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by the Administrative Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Administrative Agent (or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent (or its possessionagent or designee) as collateral for, including and/or then or at any time thereafter applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 10 hereof) in whole or in part by the Administrative Agent against, all or any part of the Secured Obligations in such order as the Administrative Agent shall elect, consistent with the provisions of the Credit Agreement and the Intercreditor Agreement. Any surplus of such cash or Cash Proceeds held by the Administrative Agent (or its agent or designee) and remaining after Payment in Full, shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent and the Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable out-of-pocket fees, costs, expenses and other client charges of any attorneys employed by the Administrative Agent to collect such deficiency. (e) Each Grantor hereby acknowledges that if the Administrative Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (f) The Administrative Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Administrative Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Administrative Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws. (g) The Grantors irrevocably and unconditionally: (i) consent to the appointment of pre-judgment and/or post-judgment receivers with all of the same powers that would otherwise be available to the Grantors, including, but not limited to the power to (A) hold, manage, control or dispose of the Collateral wherever located, (B) take any action with respect to the Collateral to the maximum extent permitted by law and (C) conduct a public or private sale of any or all proceeds of the Secured Parties’ right, title and interest in and to such Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate including any disposition of the transfer of such Collateral to Lenderthe Administrative Agent in exchange for cancellation of all or a portion of the Obligations; (ii) consent that any such receiver can be appointed without a hearing or prior notice to the Grantors; (iii) agrees not to oppose or otherwise interfere (directly or indirectly) with any effort by Administrative Agent to seek the appointment of a receiver; (iv) waives any right to demand that a bond be posted in connection with the appointment of any such receiver; and (v) waives any right to appeal the entry of an order authorizing the appointment of a receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any of or all of the following actions at the same or different times: (a) with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconductb) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Administrative Agent shall have the right, subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors no less than 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) The Agent may exercise in respect of the Collateral, the Grantor agrees to deliver each item of Collateral in addition to the Lender on demandother rights and remedies provided for herein or otherwise available to it, and it is agreed that the Lender shall have the right to take any or all of the following actions rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Agent's name or into the name of its nominee or nominees (to the extent the Agent has not theretofore done so) and thereafter receive, for the benefit of the Agent and the Lender Group, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require Grantor to, and Grantor hereby agrees that it will at its expense and upon request of the same Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Agent and make it available to the Agent at a place or willful misconduct) places to be designated by the Agent that is reasonably convenient to both parties, and the Agent may enter into and occupy any premises owned or leased by Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Agent's rights and remedies hereunder or under law, without obligation to Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or removing process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Agent may deem commercially reasonable. Grantor agrees that, to exercise the extent notice of sale or any other disposition of the Collateral shall be required by law, at least five (5) days' notice to Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Grantor hereby waives any claims against the Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights afforded that Grantor may have to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees require that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at Collateral be marshalled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCollateral by the Agent shall be made without warranty, (ii) the Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely effect the Grantor hereby waives (commercial reasonableness of any such sale of the Collateral. In addition to the extent permitted by lawforegoing, (i) all rights upon written notice to Grantor from the Agent, Grantor shall cease any use of redemptionthe Intellectual Property or any trademark, stay and appraisal which patent or copyright similar thereto for any purpose described in such notice; (ii) the Grantor now has or may Agent may, at any time and from time to time, upon five (5) days' prior notice to Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the future have under Agent shall in its sole discretion determine; and (iii) the Agent may, at any rule of law or statute now existing or hereafter enacted. Without limiting time, pursuant to the foregoing, authority granted in Section 6 hereof (such authority being effective upon the occurrence and during the continuance of an Event of DefaultDefault execute and deliver on behalf of a Grantor, immediately upon Lender's demand one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held by the Agent as Collateral and all Cash Proceeds received by the Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Agent, be held by the Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Agent pursuant to Section 8 hereof) in whole or in part by the Agent against, all or any part of the Obligations in such order as the Agent shall elect, consistent with the provisions of the Financing Agreement. Any surplus of such cash or Cash Proceeds held by the Agent and remaining after payment in full of all of the Obligations after the termination of all Revolving Credit Commitments and all Letter of Credit Obligations and the termination of the Financing Agreement and the other Loan Documents shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Agent and the Lenders are legally entitled, the Grantor shall transfer all Collateral be liable for the deficiency, together with interest thereon at the highest rate specified in its possessionany applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, including together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Agent to collect such deficiency. (d) Grantor hereby acknowledges that if the Agent complies with any applicable state or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely effect the commercial reasonableness of any sale or other disposition of the Collateral. (e) The Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Agent's rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all proceeds other rights, however existing or arising. To the extent that Grantor lawfully may, Grantor hereby agrees that it will not invoke any law relating to the marshalling of Collateralcollateral which might cause delay in or impede the enforcement of the Agent's rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to Lenderthe extent that it lawfully may, and shall execute Grantor hereby irrevocably waives the benefits of all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderlaws.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default as provided by the Code, and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Agent's name or into the name of its nominee or nominees (to the extent the Agent has not theretofore done so) and thereafter receive, for the benefit of the Agent, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon written request of the same Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Agent and make it available to the Agent at a place or willful misconduct) places to be designated by the Agent that is reasonably convenient to both parties, and the Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Agent's rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party undersuch occupation, and (iii) subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, without notice except as specified below and without any obligation to prepare or process the Collateral for sale, (A) sell the Collateral or otherwise any part thereof in one or more parcels at public or private sale, at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon commercially reasonable terms. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least 10 days' notice to a Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, unless required by applicable law, be made at the time and place to which it was so adjourned. Subject to any applicable law, each Grantor hereby waives any claims against the Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral, at Collateral be marshalled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCollateral by the Agent shall be made without warranty, (ii) the Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely effect the Grantor hereby waives (commercial reasonableness of any such sale of the Collateral. In addition to the extent permitted by lawforegoing, (i) all rights upon written notice to any Grantor from the Agent, each Grantor shall cease any use of redemptionthe Intellectual Property or any trademark, stay and appraisal which patent or copyright similar thereto for any purpose described in such notice; (ii) the Grantor now has or may Agent may, at any time and from time to time, upon 10 days' prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the future have under Agent shall in its sole discretion determine; and (iii) the Agent may, at any rule of law or statute now existing or hereafter enacted. Without limiting time, pursuant to the foregoing, authority granted in Section 6 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), immediately upon Lender's demand Grantor execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held by the Agent as Collateral and all Cash Proceeds received by the Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral shall transfer be applied (after payment of any amounts payable to the Agent pursuant to Section 8 hereof) by the Agent against, all Collateral or any part of the Obligations, consistent with the provisions of the Financing Agreement. Any surplus of such cash or Cash Proceeds held by the Agent and remaining after payment in its possessionfull of all of the outstanding Obligations after all Commitments have been terminated shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such sale, including collection or realization are insufficient to pay all amounts to which the Agent and the Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Agent to collect such deficiency. (d) The Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Agent's rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all proceeds other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of Collateralcollateral which might cause delay in or impede the enforcement of the Agent's rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to Lenderthe extent that it lawfully may, and shall execute each Grantor hereby irrevocably waives the benefits of all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderlaws.

Remedies Upon Default. Upon the occurrence (a) If Employee fails to pay and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender shall have the right to take perform in full any or all of the following actions Secured Obligations at the same any time on or different times: with after such Secured Obligations become due, or without legal process and with if Employee breaches any of his other representations, warranties or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass covenants hereunder (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, an "Employee Default"), the Grantor agrees that Company may exercise all rights of a secured party under the Lender shall have the right, subject applicable Uniform Commercial Code with respect to the mandatory requirements of Pledged Collateral and, in addition, the Company may, without being required to give any notice, except as herein provided or as may be required by applicable law, sell, assign, transfer, endorse and deliver the whole or, from time to sell or otherwise dispose of all or time, any part of the Pledged Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery delivery, and for such price or prices and on such terms as the Lender Company in its reasonable discretion shall deem appropriate. (b) Upon consummation of any such sale, the Company shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral sold, and all of the voting and consensual rights and powers granted and reserved to the Company pursuant hereto shall thereupon become vested in such purchaser or purchasers, subject to any reservations or qualifications reasonably imposed by the Company as part of such sale. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorEmployee, and the Grantor Employee hereby waives and releases (to the extent permitted by law) all rights of redemption, stay and or appraisal which the Grantor Employee now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (c) The Company shall give Employee ten (10) days' written notice (which Employee agrees is reasonable notification within the meaning of Section 9-504(3) of the Uniform commercial Code) of its intention to sell any of the Pledged Collateral. Without limiting The Company shall not be obligated to make any sale of the foregoingPledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral may have been given. (d) At any sale made pursuant to this Section 6, the Company may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of Employee, the Pledged Collateral or any part thereof offered for sale, and the Company may upon compliance with the occurrence terms of sale, hold, retain and during dispose of such property without further accountability to Employee therefor. In the continuance event that the Company becomes the purchaser at any such sale, the Company shall be entitled to credit against the purchase price the amount then outstanding of the Secured Obligations. (e) As an Event alternative to exercising the power of Defaultsale herein conferred upon it, immediately upon Lender's demand Grantor shall transfer all Collateral the Company may proceed by a suit or suits at law or in its possession, including but not limited equity to all proceeds of foreclose this Agreement and to sell the Pledged Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderor any portion thereof.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Administrative Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Administrative Agent's name or into the name of its nominee or nominees (to the extent the Administrative Agent has not theretofore done so) and thereafter receive, for the benefit of the Administrative Agent and the Lenders, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the same Administrative Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Administrative Agent and make it available to the Administrative Agent at a place or willful misconduct) places to be designated by the Administrative Agent that is reasonably convenient to both parties, and the Administrative Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Administrative Agent's rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or removing process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, to exercise at any and all rights afforded to a secured party underof the Administrative Agent's offices, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and subject to its obligations contained inat such price or prices and upon such other terms as the Administrative Agent may reasonably deem commercially reasonable and/or (B) lease, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell license or otherwise dispose of the Collateral or any part thereof upon such terms as the Administrative Agent may reasonably deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days' prior notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Administrative Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of the Collateral by the Administrative Agent shall be made without warranty, (ii) the Administrative Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (iii) the Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Administrative Agent (on behalf of itself and the Lenders) and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral. (b) Any cash held by the Administrative Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Administrative Agent (or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent (or its agent or designee) as collateral for, and/or then or at any time thereafter applied (after payment of any costs, expenses or other amounts incurred by the Administrative Agent in connection with such sale of or collection from, or other realization upon, such Collateral) in whole or in part by the Administrative Agent against, all or any part of the Secured Obligations in such order as the Administrative Agent shall elect, consistent with the provisions of the Credit Agreement. Any surplus of such cash or Cash Proceeds held by the Administrative Agent (or its agent or designee) and remaining after the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of each Lender's Commitment and each of the Loan Documents shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent and the Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Administrative Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Administrative Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, at such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) The Administrative Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Administrative Agent's rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Administrative Agent's rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws. (f) Grantors irrevocably and unconditionally: (i) consent to the appointment of pre-judgment and/or post-judgment receivers with all of the same powers that would otherwise be available to the Grantors, including, but not limited to the power to (A) hold, manage, control or dispose of the Collateral wherever located, (B) take any action with respect to the Collateral to the maximum extent permitted by law and (C) conduct a public or private sale of any or at all of the Loan Parties' right, title and interest in and to such Collateral, including any broker's board disposition of the Collateral to the Administrative Agent in exchange for cancellation of all or on any securities exchange, for cash, upon credit or for future delivery as a portion of the Lender shall deem appropriate. Each such purchaser at Obligations; (ii) consent that any such sale shall hold the property sold absolutely free from any claim receiver can be appointed without a hearing or right on the part of the Grantor, and the Grantor hereby waives (prior notice to the extent permitted Grantors; (iii) agree not to oppose or otherwise interfere (directly or indirectly) with any effort by lawAdministrative Agent to seek the appointment of a receiver; (iv) all rights waive any right to demand that a bond be posted in connection with the appointment of redemption, stay and appraisal which any such receiver; and (v) waive any right to appeal the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance entry of an Event order authorizing the appointment of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lendera receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Secured Obligations, and subject to its obligations contained inincluding the Guarantees, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent promptly, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under Law, without obligation to such Grantor in respect of such Table of Contents occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; and (iv) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. Each Grantor acknowledges and recognizes that (a) the Collateral Agent may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof, (b) private sales so made may be at prices and upon other terms less favorable to the seller than if such securities were sold at public sales, (c) neither the Collateral Agent nor any other Secured Party has any obligation to delay sale of any of the Collateral for the period of time necessary to permit such securities to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) private sales made under the foregoing circumstances shall not, for the reason of any or all of such circumstances, be deemed to have been made in a commercially unreasonable manner. To the maximum extent permitted by Law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawapplicable Law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the foregoingprospective bidders or purchasers to Persons who will represent and agree that they are purchasing such securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the occurrence Collateral Agent shall have the right to assign, transfer and during deliver to the continuance purchaser or purchasers thereof the securities so sold. The Collateral Agent shall give the applicable Grantors ten (10) days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such 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 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 Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all as the Collateral Agent may (in its possessionsole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the 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 Table of Contents incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by Law), the Collateral or any part thereof offered for sale. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may, to the extent permitted by law, to the extent permitted by Law, proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the each Grantor agrees to deliver each item of Collateral to the Lender Administrative Agent on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is reasonable notice within the foregoingmeaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be presumed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of its Collateral to the Lender Secured Parties on demand, and it is agreed that the Lender Secured Parties shall have the right to take any of or all of the following actions at the same or different times: times (but at all times subject to any Existing Liens): with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral Collateral, exercise Grantor's right to bill and receive payment for completed work and, generally, to exercise exerxxxx any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Secured Parties shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Secured Parties shall deem appropriate. The Secured Parties shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Parties shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting . (b) The Secured Parties shall give Grantor ten (10) days' written notice (which Grantor agrees is reasonable notice within the foregoing, upon meaning of Section 9-504(3) of the occurrence and during Uniform Commercial Code) of the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited Secured Parties' intention to all proceeds make any sale of Collateral. Such 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 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 Secured Parties may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to Lenderbe sold may be sold in one lot as an entirety or in separate parcels, as the Secured Parties may (in their sole and absolute discretion) determine. The Secured Parties shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if it shall determine not to do so, regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Secured Parties may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Parties until the sale price is paid by the purchaser or purchasers thereof, but the Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, the Secured Parties may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Parties from Grantor as a credit against the purchase price, and the Secured Parties may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Parties shall be free to carry out such sale pursuant to such agreement and Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Secured Parties shall have entered into such an agreement all Obligations have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Secured Parties may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions right, at the same or different times: , with or without legal process and with or without previous notice or demand for performancerespect to any Collateral consisting of Intellectual Property, to take possession of the fullest extent permitted under applicable law, to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral and without liability for trespass Agent shall determine (except for actual damage caused by other than in violation of any then‑existing licensing arrangements to the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may extent that waivers cannot be located for the purpose of taking possession of or removing the Collateral obtained), and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Obligations under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Collateral Agent shall have the right, subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Obligations at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9‑611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all as the Collateral Agent may (in its possessionsole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court‑appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed, to the fullest extent permitted by law, to conform to the commercially reasonable standards as provided in Section 9‑610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon acceleration of the Loans following the occurrence and during the continuance of an Event of Default, the Grantor agrees Lenders shall, unless such acceleration subsequently has been rescinded, have the full panoply of rights and remedies granted to deliver each item them under this Agreement and all those rights and remedies granted by law to creditors, and the Administrative Agent, at the direction of the Required Lenders, shall (i) proceed to protect and enforce the Lenders' rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any of the other Loan Documents, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law and (ii) direct the Collateral Agent to exercise in respect of the Collateral, in addition to the Lender on demandother rights and remedies provided for herein and in the Collateral Documents or otherwise available to the Administrative Agent, and it is agreed that the Lender shall have Collateral Agent, or the right to take Lenders, any or all rights and remedies of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, upon default under the Uniform Commercial Code as in effect in the State of New York and in effect in any state other jurisdiction in which Collateral is located at that time. No right, power or remedy conferred by this Agreement or by any other applicable Loan Document, upon the Administrative Agent, the Collateral Agent or the Lenders shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the generality No exercise of any one right or remedy shall be deemed a waiver of other rights or remedies. The rights and remedies of the foregoingAdministrative Agent, the Grantor agrees that Collateral Agent and the Lender shall have Lenders specified herein are for the rightsole and exclusive benefit, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part use and protection of the CollateralAdministrative Agent, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold Collateral Agent and the property sold absolutely free from any claim or right on the part of the GrantorLenders, and the Grantor hereby waives (Administrative Agent, the Collateral Agent and the Lenders shall be entitled, but shall have no duty or obligation, to exercise or to refrain from exercising any right or remedy reserved to the extent permitted by law) all rights of redemptionAdministrative Agent, stay and appraisal which the Grantor now has Collateral Agent or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to LenderLenders hereunder.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing, the Grantor agrees to deliver each item of Collateral and at all times subject to the Lender on demandrights and remedies of SVB: (a) The Payee may exercise in respect of the Collateral, in addition to any other rights and it is agreed that the Lender shall have the right remedies provided for herein or otherwise available to take any or it, all of the following actions rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Payee’s name or into the name of its nominee or nominees (to the extent the Payee has not theretofore done so) and thereafter receive, for the benefit of the Payee, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the same Payee forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Payee and make it available to the Payee at a place or willful misconduct) places to be designated by the Payee that is reasonably convenient to both parties, and the Payee may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Payee’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or removing process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Payee’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Payee may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Payee may deem commercially reasonable. Each Grantor agrees that, to exercise the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days’ prior notice to a Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Payee shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Payee 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. Each Grantor hereby waives any claims against the Payee arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Payee accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights afforded that such Grantor may have to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees require that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at Collateral be marshalled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCollateral by the Payee shall be made without warranty, (ii) the Payee may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely effect the Grantor hereby waives (commercial reasonableness of any such sale of the Collateral. In addition to the extent permitted by lawforegoing, (i) all rights upon notice to any Grantor from the Payee, each Grantor shall cease any use of redemptionthe Intellectual Property or any trademark, stay and appraisal which patent or copyright similar thereto for any purpose described in such notice; (ii) the Grantor now has or may Payee may, at any time and from time to time, upon ten (10) days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the future have under Payee shall in its sole discretion determine; and (iii) the Payee may, at any rule of law or statute now existing or hereafter enacted. Without limiting time, pursuant to the foregoing, authority granted in Section 6 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), immediately upon Lender's demand execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held by the Payee as Collateral and all Cash Proceeds received by the Payee in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Payee, be held by the Payee as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Payee pursuant to Section 8 hereof) in whole or in part by the Payee against, all or any part of the Obligations in such order as the Payee shall elect, consistent with the provisions of the Financing Agreement. Any surplus of such cash or Cash Proceeds held by the Payee and remaining after termination of all Commitments and the indefeasible payment in full of all of the Obligations, shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Payee is legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the rate of interest specified in the Note for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Payee to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Payee complies with any applicable state or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) The Payee shall transfer all Collateral in its possessionnot be required to marshal any present or future collateral security (including, including but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Payee’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all proceeds other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of Collateralcollateral which might cause delay in or impede the enforcement of the Payee’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to Lenderthe extent that it lawfully may, and shall execute each Grantor hereby irrevocably waives the benefits of all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderlaws.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Administrative Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Administrative Agent’s name or into the name of its nominee or nominees (to the extent the Administrative Agent has not theretofore done so and, in the case of Pledged Interests, subject to Section 8(h)) and thereafter receive, for the benefit of the Administrative Agent and the Lenders, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the same Administrative Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Administrative Agent and make it available to the Administrative Agent at a place or willful misconduct) places to be designated by the Administrative Agent that is reasonably convenient to both parties, and the Administrative Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or removing process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, to exercise at any and all rights afforded to a secured party underof the Administrative Agent’s offices, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery, and subject to its obligations contained inat such price or prices and upon such other terms as the Administrative Agent may reasonably deem commercially reasonable and/or (B) lease, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell license or otherwise dispose of the Collateral or any part thereof upon such terms as the Administrative Agent may reasonably deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days’ prior notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Administrative Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral, at Collateral be marshaled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCollateral by the Administrative Agent shall be made without warranty, and (ii) the Grantor hereby waives Administrative Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (to iii) the extent Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Administrative Agent (on behalf of itself and the Lenders) all rights and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of redemptionany such sale of the Collateral. In addition to the foregoing, stay and appraisal which (i) upon written notice to any Grantor from the Administrative Agent, each Grantor now has shall cease any use of the Intellectual Property or may any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) the Administrative Agent may, at any time and from time to time, upon ten (10) days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the future have under Administrative Agent shall in its reasonable discretion determine; and (iii) the Administrative Agent may, at any rule of law or statute now existing or hereafter enacted. Without limiting time, pursuant to the foregoing, authority granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), immediately upon Lender's demand execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Each Grantor recognizes that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Administrative Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall transfer be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Each Grantor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Administrative Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by the Administrative Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Administrative Agent (or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent (or its possessionagent or designee) as collateral for, including and/or then or at any time thereafter applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 10 hereof) in whole or in part by the Administrative Agent against, all or any part of the Secured Obligations in such order as the Administrative Agent shall elect, consistent with the provisions of the Credit Agreement. Any surplus of such cash or Cash Proceeds held by the Administrative Agent (or its agent or designee) and remaining after Payment in Full of all of the Secured Obligations shall have occurred, shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent and the Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Administrative Agent to collect such deficiency. (e) Each Grantor hereby acknowledges that if the Administrative Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (f) The Administrative Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Administrative Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Administrative Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws. (g) Grantors irrevocably and unconditionally: (i) consent to the appointment of pre-judgment and/or post-judgment receivers with all of the same powers that would otherwise be available to the Grantors, including, but not limited to the power to (A) hold, manage, control or dispose of the Collateral wherever located, (B) take any action with respect to the Collateral to the maximum extent permitted by law and (C) conduct a public or private sale of any or all proceeds of the Secured Parties’ right, title and interest in and to such Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate including any disposition of the transfer of such Collateral to Lenderthe Administrative Agent in exchange for cancellation of all or a portion of the Obligations; (ii) consent that any such receiver can be appointed without a hearing or prior notice to the Grantors; (iii) agrees not to oppose or otherwise interfere (directly or indirectly) with any effort by Administrative Agent to seek the appointment of a receiver; (iv) waives any right to demand that a bond be posted in connection with the appointment of any such receiver; and (v) waives any right to appeal the entry of an order authorizing the appointment of a receiver.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of its Collateral to the Lender Secured Parties on demand, and it is agreed that the Lender Secured Parties shall have the right to take any of or all of the following actions at the same or different times: times (but at all times subject to any Existing Liens): with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral Collateral, exercise Grantor's right to bill and receive payment fox xxmpleted work and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Secured Parties shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Secured Parties shall deem appropriate. The Secured Parties shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Parties shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting . (b) The Secured Parties shall give Grantor ten (10) days' written notice (which Grantor agrees is reasonable notice within the foregoing, upon meaning of Section 9-504(3) of the occurrence and during Uniform Commercial Code) of the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited Secured Parties' intention to all proceeds make any sale of Collateral. Such 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 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 Secured Parties may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to Lenderbe sold may be sold in one lot as an entirety or in separate parcels, as the Secured Parties may (in their sole and absolute discretion) determine. The Secured Parties shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if it shall determine not to do so, regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Secured Parties may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Parties until the sale price is paid by the purchaser or purchasers thereof, but the Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, the Secured Parties may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Parties from Grantor as a credit against the purchase price, and the Secured Parties may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Parties shall be free to carry out such sale pursuant to such agreement and Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Secured Parties shall have entered into such an agreement all Obligations have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Secured Parties may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon (a) Anything herein contained to the contrary notwithstanding, if and while the Grantor shall be in default hereunder or an Event of Default exists under the Loan Documents, the Grantor hereby covenants and agrees that the Authority, as the holder of a security interest under the Uniform Commercial Code, may take such action permitted under the Loan Documents or permitted by law, in its exclusive discretion, to foreclose upon the Trademarks covered hereby. (b) For such purposes, and in the event of the Grantor’s default hereunder or an Event of Default under the Loan Documents and while such default or Event of Default exists, the Grantor hereby authorizes and empowers the Authority to make, constitute and appoint any officer or agent of the Authority as the Authority may select, in its exclusive discretion, as the Grantor's true and lawful attorney- in-fact, with the power to endorse the Grantor's name on all applications, documents, papers and instruments necessary for the Authority to use the Trademarks or to grant or issue any exclusive or non- exclusive license under the Trademarks to anyone else, or necessary for the Authority to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks to anyone else. The Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof, except for the gross negligence or willful misconduct of such attorney. This power of attorney shall be irrevocable for the life of this Rider and the Loan Documents, and until all the Obligations are satisfied in full. (c) The Grantor expressly acknowledges that this Rider shall be recorded with the Patent and Trademark Office in Washington, D.C. Contemporaneously herewith, the Grantor shall also execute and deliver to the Authority such documents as the Authority shall reasonably request to permanently assign all rights in the Trademarks to the Authority, which documents shall be held by the Authority, until the occurrence and during the continuance of an Event of DefaultDefault hereunder or under the Loan Documents. After such occurrence, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the CollateralAuthority may, at public or private sale or at any broker's board or on any securities exchangeits sole option, for cash, upon credit or for future delivery as record such documents with the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, Patent and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to LenderTrademark Office.

Remedies Upon Default. Upon the occurrence and during the continuance of an If a Reimbursement Event of Default, the Grantor agrees to deliver each item Default or a Lease Event of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Security Agent (i) may become a substitute or additional general partner in the right Partnership or designate another Person to take any become such substitute or all additional general partner and/or (ii) may manage the business and affairs of the following actions at Partnership as provided in Section 7(a) and/or (iii) exercise the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession power of attorney described in Section 9. (i) The Security Agent may exercise in respect of the Collateral Collateral, in addition to other rights and without liability remedies provided for trespass (except for actual damage caused by herein or otherwise available to it, all the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose rights and remedies of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underupon a default under the Uniform Commercial Code then in effect in the State of New York, and subject to its obligations contained inor unless prohibited by Applicable Law, the Uniform Commercial Code as then in effect in any state or other applicable lawjurisdiction. Without limiting The Security Agent may also in its sole discretion, without notice except as specified below, sell the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all Collateral or any part of the Collateral, thereof in one or more parcels at public or private sale or at any brokerof the Security Agent's board offices or on any securities exchangeelsewhere, for cash, upon on credit or for future delivery delivery, and at such price or prices and upon such other terms as the Lender shall Security Agent may, in accordance with Applicable Law, deem appropriatecommercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral at any such sale. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the GrantorPledgor, and the Grantor Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and and/or appraisal which the Grantor it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Pledgor agrees that, to the foregoingextent notice of sale shall be required by law, upon at least ten days' notice to the occurrence Pledgor of the time and during place of any public sale or the continuance time after which any private sale is to be made shall constitute reasonable notification. The Security Agent shall not be obligated to make any sale of an Event Collateral regardless of Defaultnotice of sale having been given. The Security Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, immediately upon Lender's demand Grantor and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Security Agent shall transfer all Collateral in its possession, including but not limited to all proceeds incur liability as a result of the sale of the Collateral, to Lenderor any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Security Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Security Agent accepts the first offer received and shall execute all documents reasonably requested by Lender to effectuate the transfer of does not offer such Collateral to Lendermore than one offeree. (ii) The Pledgor recognizes that the Security Agent may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act")), and the Pledgor and the Security Agent agree that such private sales shall be made in a commercially reasonable manner and that the Security Agent has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (c) Any cash held by the Security Agent as Collateral and all cash proceeds received by the Security Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall, as soon as reasonably practicable, be applied (after payment of any amounts payable to the Security Agent pursuant to Section 19 and 20) by the Security Agent first to the payment of the costs and expenses of such sale, collection or other realization, if any, including reasonable compensation to the Security Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Security Agent in connection therewith; and second to the payment of the Lessee Obligations in accordance with the terms of the Security Deposit Agreement. The Partnership shall be liable for any deficiency remaining after any application of funds pursuant hereto. Any surplus of such cash or cash proceeds held by the Security Agent after payment in full of such amounts shall be paid over to the Pledgor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and Default it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained inunder this Agreement, the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the rightapplicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; (iv) withdraw any and all cash or other Collateral from any Collateral Account and apply such cash and other Collateral to the payment of any and all Secured Obligations in the manner provided in Section 5.02 of this Agreement; (v) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriateappropriate and (vi) with respect to any IP Collateral, on demand, cause the Security Interest to become an assignment, transfer and conveyance of any of or all such IP Collateral (provided that no such demand may be made unless an Event of Default has occurred and has continued for thirty (30) days) by the applicable Grantors to the Administrative Agent, or license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such IP Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine, provided, however, that such terms shall include all terms and restrictions that customarily required to ensure the continuing validity and effectiveness of the IP Collateral at issue, such as, without limitation, notice, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software, and confidentiality protections for trade secrets. Each Grantor acknowledges and recognizes that (a) the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof, (b) private sales so made may be at prices and upon other terms less favorable to the seller than if such securities were sold at public sales, (c) neither the Administrative Agent nor any other Secured Party has any obligation to delay sale of any of the Collateral for the period of time necessary to permit such securities to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. To the maximum extent permitted by Law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawapplicable Law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors ten (10) days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. The Administrative Agent may conduct one or more going out of business sales, in the Administrative Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Grantor. The Administrative Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Administrative Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Administrative Agent or such agent or contractor and neither any Grantor nor any Person claiming under or in right of any Grantor shall have any interest therein. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. 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 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable Law), the 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 any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes of determining the Grantors’ rights in the Collateral, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full, provided, however, that such agreements shall include all terms and restrictions that are customarily required to ensure the continuing validity and effectiveness of the IP Collateral at issue, such as, without limitation, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software, and protecting the confidentiality of trade secrets. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the Borrower of its intent to exercise such rights (except in the case of a Bankruptcy Event of Default, immediately upon Lender's demand in which case no such notice shall be required) for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor shall transfer on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all Collateral determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in its possessionwhole or in part relating thereto. All sums disbursed by the Administrative Agent in connection with this paragraph, including but not limited reasonable out-of-pocket attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within ten (10) days of demand, by the Grantors to all proceeds of Collateral, to Lender, the Administrative Agent and shall execute all documents reasonably requested be additional Secured Obligations secured hereby. By accepting the benefits of this Agreement and each other Collateral Document, the Secured Parties expressly acknowledge and agree that this Agreement and each other Collateral Document may be enforced only by Lender the action of the Administrative Agent and that no other Secured Party shall have any right individually to effectuate seek to enforce or to enforce this Agreement or to realize upon the transfer security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of such the Secured Parties upon the terms of this Agreement and the other Collateral to LenderDocuments.

Remedies Upon Default. Upon (a) Subject to rights of the Senior Noteholders, upon the occurrence and during the continuance of an Event of Default, the each Grantor agrees to deliver each item of its Collateral to the Lender Secured Party on demand, and it is agreed that the Lender Secured Party shall have the right to take any of or all of the following actions at the same or different times: times (but at all times subject to any Permitted Liens): with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral Collateral, exercise any Grantor’s right to xxxx and receive payment for completed work and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that that, subject to rights of the Lender Senior Noteholders, the Secured Party shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Secured Party shall deem appropriate. The Secured Party shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting . (b) The Secured Party shall give Grantor ten (10) days’ written notice (which each Grantor agrees is reasonable notice within the foregoing, upon meaning of Section 9-611 of the occurrence and during Uniform Commercial Code) of the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited Secured Party’ intention to all proceeds make any sale of Collateral. Such 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 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 Secured Party may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to Lenderbe sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may (in their sole and absolute discretion) determine. The Secured Party shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if it shall determine not to do so, regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Party until the sale price is paid by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, the Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Party from any Grantor as a credit against the purchase price, and the Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Party shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Secured Party shall have entered into such an agreement all Obligations have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Secured Obligations, and subject to its obligations contained inincluding the Guarantees, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoingLaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent promptly, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is located for a reasonable period in order to effectuate its rights and remedies hereunder or under Law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the right, applicable Grantor with notice thereof prior to such occupancy; (iii) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate; (iv) demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Collateral including instructing the obligor or obligators on any agreement, instrument or other obligation constitut ing part of the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Administrative Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; and (v) withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Grantor constituting Collateral for application to the Secured Obligations. Notwithstanding the preceding sentence, the Administrative Agent shall not have the right under this Agreement to assume operational control of any FCC Authorization and facility or station operated pursuant to such FCC Authorization except in compliance with the Communications Laws. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawLaw) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute Law now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale. 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 and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. 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 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by Law), the 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 any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of DefaultDefault (provided that the Administrative Agent shall provide the applicable Grantor with notice thereof prior to, immediately upon Lender's demand to the extent reasonably practicable, or otherwise promptly after, exercising such rights), for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor shall transfer on any check, draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all Collateral determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in its possessionwhole or in part relating thereto. All sums disbursed by the Administrative Agent in connection with this paragraph, including but not limited reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to all proceeds of Collateral, to Lender, the Administrative Agent and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderbe additional Secured Obligations secured hereby.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Uniform Commercial Code as in effect in any state Obligations under PPSA or other applicable law. Without limiting the generality of the foregoinglaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent promptly, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the rightapplicable Grantor with notice thereof prior to such occupancy; (iii); exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with notice thereof prior to such exercise; and (iv) subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Obligations at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lender.CANADIAN PLEDGE AND SECURITY AGREEMENT LEGAL 23770880.12

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the each Grantor agrees to deliver to, upon the demand of the Administrative Agent, assemble each item of Collateral or any part thereof and make it available to the Lender on demand, Administrative Agent at a place and it time to be designated by the Administrative Agent. It is agreed that upon the Lender occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to take any of or all of the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained) of any of or all such Article 9 Collateral by the applicable Grantors to the Administrative Agent, or, with respect to Intellectual Property that is owned by a Grantor, to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine, and (b) with or without legal process and with or without previous prior notice or demand for performance, performance to take possession of the Article 9 Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that upon the Lender occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons that will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors 10 days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, but only during the continuance of an Event of Default, immediately the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. 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 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon Lender's demand like notice. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof that is entered into during the continuance of an Event of Default shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall transfer be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations (other than contingent and expense reimbursement obligations not then due and payable) paid in full, unless otherwise set forth in such agreement or required by applicable laws or court order. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its possessionequivalent in other jurisdictions. For the avoidance of doubt, including but not limited after all Events of Default have been cured or waived and the Company has delivered to the Administrative Agent a certificate of a Responsible Officer of the Company to that effect, all proceeds of Collateral, rights vested in the Administrative Agent pursuant to Lender, and this Article IV shall execute all documents reasonably requested by Lender cease. Each Grantor irrevocably consents (a) to effectuate the transfer of any Pledged Collateral constituting Capital Stock by the Administrative Agent to any Person as a result of any exercise of remedies by the Administrative Agent hereunder, and agrees that notwithstanding anything to the contrary in the Organizational Documents of any issuer of such Capital Stock, such transfer shall be permitted under such Organizational Documents, and (b) to the admission of any Person that acquires, as a result of any exercise of remedies by the Administrative Agent hereunder, any Pledged Collateral to Lenderconstituting Capital Stock issued by a limited liability company as a member of such limited liability company.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Administrative Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Administrative Agent’s name or into the name of its nominee or nominees (to the extent the Administrative Agent has not theretofore done so) and thereafter receive, for the benefit of the Administrative Agent and the Lenders, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the same Administrative Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Administrative Agent and make it available to the Administrative Agent at a place or willful misconductplaces to be designated by the Administrative Agent that is reasonably convenient to both parties, and the Administrative Agent (through its agents and designees) to may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or removing process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, to exercise at any and all rights afforded to a secured party underexchange or broker’s board or elsewhere, for cash, on credit or for future delivery, and subject to its obligations contained inat such price or prices and upon such other terms as the Administrative Agent may reasonably deem commercially reasonable and/or (B) lease, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell license or otherwise dispose of the Collateral or any part thereof upon such terms as the Administrative Agent may reasonably deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days’ prior notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Administrative Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral, at Collateral be marshaled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCollateral by the Administrative Agent shall be made without representation, and recourse or warranty, (ii) the Grantor hereby waives Administrative Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (iii) the Administrative Agent, at the direction of the Required Lenders, either directly or through one or more acquisition vehicles, may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness (other than any indebtedness owing to the extent Administrative Agent)), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Administrative Agent (on behalf of itself and the Lenders) all rights and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of redemptionany such sale of the Collateral. In addition to the foregoing, stay and appraisal which (i) upon written notice to any Grantor from the Administrative Agent, each Grantor now has shall cease any use of the Intellectual Property or may any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) the Administrative Agent may, at any time and from time to time, upon ten (10) days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the future have under Administrative Agent shall in its reasonable discretion determine; and (iii) the Administrative Agent may, at any rule of law or statute now existing or hereafter enacted. Without limiting time, pursuant to the foregoing, authority granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), immediately upon Lender's demand execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Each Grantor recognizes that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Administrative Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall transfer be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Each Grantor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Administrative Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by the Administrative Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Administrative Agent (or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent (or its possessionagent or designee) as collateral for, including and/or then or at any time thereafter applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 10 hereof) in whole or in part by the Administrative Agent against, all or any part of the Secured Obligations in such order as the Administrative Agent shall elect, consistent with the provisions of the Credit Agreement and the Intercreditor Agreement. Any surplus of such cash or Cash Proceeds held by the Administrative Agent (or its agent or designee) and remaining after Payment in Full, shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent and the Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable out-of-pocket fees, costs, expenses and other client charges of any attorneys employed by the Administrative Agent to collect such deficiency. (e) Each Grantor hereby acknowledges that if the Administrative Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (f) The Administrative Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Administrative Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Administrative Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws. (g) The Grantors irrevocably and unconditionally: (i) consent to the appointment of pre-judgment and/or post-judgment receivers with all of the same powers that would otherwise be available to the Grantors, including, but not limited to the power to (A) hold, manage, control or dispose of the Collateral wherever located, (B) take any action with respect to the Collateral to the maximum extent permitted by law and (C) conduct a public or private sale of any or all proceeds of the Secured Parties’ right, title and interest in and to such Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate including any disposition of the transfer of such Collateral to Lenderthe Administrative Agent in exchange for cancellation of all or a portion of the Obligations; (ii) consent that any such receiver can be appointed without a hearing or prior notice to the Grantors; (iii) agrees not to oppose or otherwise interfere (directly or indirectly) with any effort by Administrative Agent to seek the appointment of a receiver; (iv) waives any right to demand that a bond be posted in connection with the appointment of any such receiver; and (v) waives any right to appeal the entry of an order authorizing the appointment of a receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender Agent on demand, and it is agreed that the Lender Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the LenderAgent's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Agent shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Agent shall give the foregoingGrantor 10 days' written notice (which the Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the NYUCC) of the Agent's intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Agent may fix and state in the notice (if any) of such sale. Any such sale shall be conducted and conform to the standards of commercial reasonableness as provided in Section 9-504(3) of the NYUCC to the extent such section is applicable to such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Agent may (in its possessionsole and absolute discretion) determine. The Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Agent until the sale price is paid by the purchaser or purchasers thereof, but the Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section 14, the Agent may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay or appraisal on the part of the Grantor (all said rights being also hereby waived and released to the extent permitted by law), with respect to the Collateral or any part thereof offered for sale and the Agent may make payment on account thereof by using any claim then due and payable to the Agent or any Lender from the Grantor as a credit against the purchase price, and the Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Agent shall be free to carry out such sale and purchase pursuant to such agreement, and the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwith standing the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full and/or the Total Commitment shall have been terminated. To the extent permitted by applicable law, the Grantor shall remain liable for any deficiency. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon At least one day’s written notice following the occurrence and during the continuance continuation of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent (i) shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained inunder this Agreement, the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting Law, and (ii) may (or, at the generality request of the foregoingRequired Lenders in accordance with the Credit Agreement, shall) take any of the following actions: (a) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent promptly, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (b) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with one days written notice thereof prior to or promptly after such occupancy; (c) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with one days written notice thereof prior to or promptly after such exercise; (d) withdraw any and all cash or other Collateral from any Collateral Account and apply such cash and other Collateral to the payment of any and all Secured Obligations in the manner provided in Section 5.02; and (e) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall reasonably deem appropriate. Each Grantor acknowledges and recognizes that (a) the Collateral Agent may be unable to effect a public sale of all or a part of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. § 77, (as amended and in effect, the “Securities Act”) or the securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof, (b) private sales so made may be at prices and upon other terms less favorable to the seller than if such securities were sold at public sales, (c) neither the Collateral Agent nor any other Secured Party has any obligation to delay sale of any of the Collateral for the period of time necessary to permit such securities to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. To the maximum extent permitted by Law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawapplicable Law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoing, upon applicable Grantors ten days’ written notice (which each Grantor agrees is reasonable notice within the occurrence and during meaning of Section 9-611 of the continuance UCC or its equivalent in other jurisdictions) of an Event of Default, immediately upon Lender's demand Grantor shall transfer all the Collateral in its possession, including but not limited Agent’s intention to all proceeds make any sale of Collateral. Such 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 Lenderbe made and the day on which the 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. The Collateral Agent shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if it shall determine not to do so, regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable Law), the 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 any Grantor 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 any Grantor therefor. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. The power-of-attorney granted pursuant to Section 6.14 shall apply for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including Attorney Costs and other charges relating thereto, in each case, to the extent provided in Section 6.03, shall be payable, within thirty days of written demand therefor, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby. By accepting the benefits of this Agreement and each other Collateral Document, the Secured Parties expressly acknowledge and agree that this Agreement and each other Collateral Document may be enforced only by the action of the Collateral Agent and that no other Secured Party shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Secured Parties upon the terms of this Agreement and the other Collateral Documents. Any exercise of remedies provided in this Section 5.01 shall be subject to the terms of any applicable Intercreditor Agreement.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of its Collateral to the Lender Secured Parties on demand, and it is agreed that the Lender Secured Parties shall have the right to take any of or all of the following actions at the same or different times: times (but at all times subject to any Existing Liens): with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral Collateral, exercise Grantor's right to xxxx and receive payment for completed work and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Secured Parties shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Secured Parties shall deem appropriate. The Secured Parties shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consum­mation of any such sale the Secured Parties shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting . (b) The Secured Parties shall give Grantor ten (10) days' written notice (which Grantor agrees is reasonable notice within the foregoing, upon meaning of Section 9-504(3) of the occurrence and during Uniform Commercial Code) of the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited Secured Parties' intention to all proceeds make any sale of Collateral. Such 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 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 Secured Parties may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to Lenderbe sold may be sold in one lot as an entirety or in separate parcels, as the Secured Parties may (in their sole and absolute discretion) determine. The Secured Parties shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if it shall determine not to do so, regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Secured Parties may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Parties until the sale price is paid by the purchaser or purchasers thereof, but the Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, the Secured Parties may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Parties from Grantor as a credit against the purchase price, and the Secured Parties may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Parties shall be free to carry out such sale pursuant to such agreement and Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Secured Parties shall have entered into such an agreement all Obligations have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Secured Parties may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon Immediately upon the occurrence and during the continuance of an any Event of --------------------- Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Mortgagee shall have the right option, in addition to take and not in lieu of or substitution for all other rights and remedies provided in this Mortgage or any other Loan Document or provided by law or in equity, and is hereby authorized and empowered by Mortgagor, to do any or all of the following actions following: (a) Declare without notice the entire unpaid amount of the Indebtedness immediately due and payable and, at Mortgagee's option, (i) to bring suit therefor, or (ii) to bring suit for any delinquent payment of or upon the Indebtedness, or (iii) to take any and all steps and institute any and all other proceedings in law or in equity that Mortgagee deems necessary to enforce payment of the Indebtedness and performance of other obligations secured hereunder and to protect the lien of this Mortgage. (b) Commence foreclosure proceedings against the Security, in a single parcel or in several parcels, through judicial proceedings, by advertisement or as otherwise provided by law, at the option of Mortgagee, pursuant to the statutes in such case made and provided, and to sell the Security or to cause the same to be sold at public sale, and to convey the same to the purchaser, in accordance with said statutes in a single parcel or different times: in several parcels at the option of Mortgagee. (c) Proceed against the Personal Property in accordance with Mortgagee's rights and remedies with respect to the Personal Property, including the right to sell the Personal Property together with the Real Property separately and without regard to the remainder of the Security in accordance with Mortgagee's rights and remedies provided by the Uniform Commercial Code as enacted in the State of New Jersey as well as other rights and remedies available at law or in equity. (d) Cause to be brought down to date a title examination and tax histories of the Security, procure title insurance or title reports or, if necessary, procure new abstracts and tax histories. (e) Procure an updated or entirely new environmental audit of the Security including building, soil, ground water and subsurface investigations; have the Improvements inspected by an engineer or other qualified inspector and procure a building inspection report; procure an MAI or other appraisal of the Security or any portion thereof; enter upon the Security at any time and from time to time to accomplish the foregoing and to show the Security to potential purchasers and potential bidders at foreclosure sale; make available to potential purchasers and potential bidders all information obtained pursuant to the foregoing and any other information in the possession of Mortgagee regarding the Security. (f) Either by itself or by its agent to be appointed by it for that purpose or by a receiver appointed by a court of competent jurisdiction, as a matter of strict right, without legal process notice and with without regard to the adequacy or without previous notice value of any security for the Indebtedness or demand the solvency of any party bound for performanceits payment, to take possession of and operate the Collateral Security, Mortgagor hereby waiving any right Mortgagor might have to object to or oppose any such possession, and, whether or not Mortgagee has taken possession of the Security, to collect and without liability apply the Rents, including those past due and unpaid, after payment of all necessary charges and expenses, in reduction of the Indebtedness. The receiver shall have all of the rights and powers permitted under the laws of the State of New Jersey. Except for trespass (except for actual damage caused by the LenderMortgagee's gross negligence or willful misconduct, Mortgagor hereby waives any claim Mortgagor may have against Mortgagee for mismanagement of the Security during Mortgagee's operation of the Security under this subparagraph or as mortgagee in actual possession under applicable statutes. (g) Mortgagee may, at its option without waiving any Event of Default, pay, perform or observe the same, and all payments made or costs or expenses incurred by Mortgagee in connection therewith shall be secured hereby and shall be, without demand, immediately repaid by Mortgagor to Mortgagee with interest thereon at the Default Rate hereunder. Mortgagee shall be the sole judge of the necessity for any such actions and of the amounts to be paid. Mortgagee is hereby empowered to enter and to authorize others to enter upon the Security or any premises where the Collateral may be located part thereof for the purpose of taking performing or observing any such defaulted term, covenant or condition without hereby becoming liable to Mortgagor or any person in possession holding under Mortgagor. (h) Apply against the Indebtedness in such order as Mortgagee shall determine any funds held for the benefit of Mortgagor in escrow by Mortgagee or removing the Collateral and, generally, to exercise by any and all rights afforded to a secured third-party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in escrow agent under any state or other applicable law. Without limiting the generality of the foregoingLoan Documents. (i) Upon any foreclosure sale, Mortgagee may bid for and purchase the Grantor agrees that the Lender Security and shall have the right, subject be entitled to the mandatory requirements of applicable law, to sell or otherwise dispose of apply all or any part of the CollateralIndebtedness as a credit to the purchase price. In the event of any sale of the Security by foreclosure, at public through judicial proceedings, by advertisement or private sale or at any broker's board or on any securities exchangeotherwise, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at proceeds of any such sale which are applied in accordance with this Mortgage shall hold be applied in the property sold absolutely free from following order to: (i) all expenses incurred for the collection of the Indebtedness and the foreclosure of this Mortgage, including reasonable attorneys' fees; (ii) all sums expended or incurred by Mortgagee directly or indirectly in carrying out the terms, covenants and agreements of the Note or notes evidencing the Indebtedness, of this Mortgage and any claim other Loan Documents, together with interest thereon as therein provided; (iii) all late payment charges, prepayment fees, advances and other amounts due under any of the Loan Documents; (iv) all accrued and unpaid interest upon the Indebtedness; (v) the unpaid principal amount of the Indebtedness; and (vi) the surplus, if any, to the person or right on persons legally entitled thereto. In the event of any acceleration of the Indebtedness pursuant to the first paragraph of this Section, Mortgagor shall pay to Mortgagee together with the principal indebtedness and interest thereon an amount equal to the prepayment fee provided for in the Note and such fee shall be included as part of the Grantor, and the Grantor hereby waives (Indebtedness. Failure to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at exercise any time option to accelerate in the future have under any rule event of law a default or statute now existing or hereafter enacted. Without limiting other circumstance permitting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer exercise of such Collateral option, shall not constitute a waiver of the default or of the right to Lenderexercise such option at a later time, or a waiver of the right to exercise such option in the event of any other default or circumstance specified above.

Remedies Upon Default. Upon In the occurrence and during the continuance event of an any Event of DefaultDefault under the Senior Debentures, Investor may do any one or more of the Grantor agrees following: (a) Declare any indebtedness under the Senior Debenture immediately due and payable; (b) Enforce the security interest given in this Agreement under the provisions of the Uniform Commercial Code of the applicable state or any other equivalent law; (c) Enter upon the premises of the Company, without any obligation to deliver each item of Collateral pay rent to the Lender Company, through self-help and without judicial process, without first obtaining a final judgment or giving the Company notice and opportunity for a hearing on demandthe validity of Investor's claim, or any other place or places where the Collateral is located and kept, and remove the Collateral therefrom to the premises of Investor or any agent of Investor, for such time as Investor may desire, in order to effectively collect or liquidate the Collateral, or (ii) require the Company to assemble the Collateral and make it is agreed that the Lender shall have the right available to take any or all of the following actions Investor at the same or different times: with or without legal process and with or without previous notice or demand for performancea place to be designated by Investor, to take in its sole discretion; (d) Take possession of the Collateral or any part of it and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject records pertaining to the mandatory requirements of applicable law, to sell Collateral; (e) Sell or otherwise dispose of all or any part of the Collateral, Collateral at public or private sale or at any broker's board sales, with such notice as may be required by law, in lots or in bulk, for cash or on credit, all as Investor, in its sole discretion, may deem advisable; (ii) adjourn such sales from time to time with or without notice; (iii) conduct such sales on the Company's premises or elsewhere and use the Company's premises without charge for such sales for such time or times as Investor may see fit. Investor shall have the right to sell, lease or otherwise dispose of the Collateral, or any securities exchangepart thereof, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from combination thereof, and Investor may purchase all or any claim or right on the part of the GrantorCollateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may setoff the amount of such price against the indebtedness under the Senior Debentures. The proceeds realized from the sale of any Collateral shall be applied first to the reasonable costs, expenses and attorneys' fees and expenses incurred by Investor for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Grantor hereby waives Collateral; second to interest due upon any of the indebtedness under the Senior Debentures; and third to the principal of the indebtedness under the Senior Debentures. If any deficiency shall arise, the Company shall remain liable to Investor therefor; and (f) Exercise any other rights and remedies of a secured party under the Uniform Commercial Code of the applicable state or other applicable law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lender.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of its Collateral to the Lender Secured Parties on demand, and it is agreed that the Lender Secured Parties shall have the right to take any of or all of the following actions at the same or different times: times (but at all times subject to any Existing Liens): with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral Collateral, exercise Grantor's right to bill and receive payment for comxxxxed work and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Secured Parties shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Secured Parties shall deem appropriate. The Secured Parties shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Parties shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting . (b) The Secured Parties shall give Grantor ten (10) days' written notice (which Grantor agrees is reasonable notice within the foregoing, upon meaning of Section 9-504(3) of the occurrence and during Uniform Commercial Code) of the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited Secured Parties' intention to all proceeds make any sale of Collateral. Such 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 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 Secured Parties may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to Lenderbe sold may be sold in one lot as an entirety or in separate parcels, as the Secured Parties may (in their sole and absolute discretion) determine. The Secured Parties shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if it shall determine not to do so, regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Secured Parties may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Parties until the sale price is paid by the purchaser or purchasers thereof, but the Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, the Secured Parties may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Parties from Grantor as a credit against the purchase price, and the Secured Parties may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Parties shall be free to carry out such sale pursuant to such agreement and Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Secured Parties shall have entered into such an agreement all Obligations have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Secured Parties may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. (a) Upon the me occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of its Collateral to the Lender Secured Parties on demand, and it is agreed that the Lender Secured Parties shall have the right to take any of or all of the following actions at the same or different times: times (but at all times subject to any Existing Liens): with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral Collateral, exercise Grantor's right to xxxx and receive payment for completed work and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or of other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Secured Parties shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Secured Parties shall deem appropriate. The Secured Parties shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Secured Parties shall have the right to assign-transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any at'any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may fnay at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting . (b) The Secured Parties shall give Grantor ten (10) days' written notice (which Grantor agrees is reasonable notice within the foregoing, upon meaning of Section 9-504(3) of the occurrence and during Uniform Commercial Code) of the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited Secured Parties' intention to all proceeds make any sale of Collateral. Such 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 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 Secured Parties may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to Lenderbe sold may be sold in one lot as an entirety or in separate parcels, as the Secured Parties may (in their sole and absolute discretion) determine. The Secured Parties shall execute all documents reasonably requested by Lender not be obligated to effectuate make any sale of any Collateral if it shall determine to; regardless of the transfer fact that notice of sale of such Collateral shall have been given. The Soured Parties may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Parties until the sale price is paid by the purchaser or purchasers thereof, but the Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, the Secured Parties may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Parties from Grantor as a credit against the purchase price, and the Secured Parties may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Secured Parties shall be free to carry out such sale pursuant to such agreement and Grantor shall not be entitled to the return o^ftjie; Collateral or any portion thereof subject thereto, notwithstanding the fact that after tr^^^urli Parties shall have entered into such an agreement all Obligations have been paid in full As an alternative to exercising the power of sale herein conferred upon it, the Secured Parties may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an If a Reimbursement Event of Default, the Grantor agrees to deliver each item Default or a Lease Event of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have the right to take any or all occurred and be continuing: (i) The Security Agent may exercise in respect of the following actions at Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the same or different times: with or without legal process rights and with or without previous notice or demand for performance, to take possession remedies of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underupon a default under the Uniform Commercial Code then in effect in the State of New York or, and subject to its obligations contained inunless prohibited by Applicable Law, the Uniform Commercial Code as in effect in any state or other applicable lawjurisdiction. Without limiting The Security Agent may also in its sole discretion, without notice except as specified below, sell the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all Collateral or any part of the Collateral, thereof in one or more parcels at public or private sale or sale, at any exchange, broker's board or on at any securities exchangeof the Security Agent's offices or elsewhere, for cash, upon on credit or for future delivery delivery, and at such price or prices and upon such other terms as the Lender shall Security Agent may, in accordance with Applicable Law, deem appropriatecommercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral at any such sale. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the GrantorPledgor, and the Grantor Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and and/or appraisal which the Grantor it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Pledgor agrees that, to the foregoingextent notice of sale shall be required by law, upon at least ten days' notice to the occurrence Pledgor of the time and during place of any public sale or the continuance time after which any private sale is to be made shall constitute reasonable notification. The Security Agent shall not be obligated to make any sale of an Event Collateral regardless of Defaultnotice of sale having been given. The Security Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, immediately upon Lender's demand Grantor and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Security Agent shall transfer all Collateral in its possession, including but not limited to all proceeds incur liability as a result of the sale of the Collateral, to Lenderor any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Security Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Security Agent accepts the first offer received and shall execute all documents reasonably requested by Lender to effectuate the transfer of does not offer such Collateral to Lendermore than one offeree. (ii) The Pledgor recognizes that the Security Agent may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act")), and the Pledgor and the Security Agent agree that such private sales shall be made in a commercially reasonable manner and that the Security Agent has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Pledged Shares for a form of public sale requiring registration under the Securities Act. (b) Any cash held by the Security Agent as Collateral and all cash proceeds received by the Security Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall, as soon as reasonably practicable, be applied (after payment of any amounts payable to the Security Agent pursuant to Sections 19 and 20) by the Security Agent first to the payment of the costs and expenses of such sale, collection or other realization, including reasonable compensation to the Security Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Security Agent in connection therewith; and second to the payment of the Lessee Obligations in accordance with the terms of the Security Deposit Agreement. The Partnership shall be liable for any deficiency remaining after any application of funds pursuant hereto. Any surplus of such cash or cash proceeds held by the Security Agent after payment in full of such amounts shall be paid over to the Pledgor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Obligations under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoinglaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent promptly, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the applicable Grantor with notice thereof prior to such occupancy; (iii) require each Grantor to, and each Grantor agrees that it will at its expense and upon the request of the Collateral Agent promptly, assign the entire right, title, and interest of such Grantor in each of the Patents, Trademarks, domain names and Copyrights to the Collateral Agent for the benefit of the Secured Parties; (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to such exercise; and (v) subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 Collateral, or a 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 Collateral, or a portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all as the Collateral Agent may (in its possessionsole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item Collateral Agent, on behalf of Collateral to the Lender on demandSecured Parties, may exercise all the rights and it is agreed that the Lender shall have remedies granted under this Agreement, including, without limitation, the right to take any or all of sell the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performancePledged Collateral, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateralthereof, at public or private sale or at any broker's board or board, on any securities exchangeexchange or in the over-the-counter market, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law 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 a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantorany Pledgor, and the Grantor hereby waives (and, to the extent permitted by applicable law) , the Pledgors hereby waive all rights of redemption, stay stay, valuation and appraisal which the Grantor any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lender.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) Administrative Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) subject to any notice requirement herein, take control of the Collateral, including, without limitation, transfer into Administrative Agent’s name or into the name of its nominee or nominees (to the extent Administrative Agent has not theretofore done so) and thereafter receive, for the benefit of Administrative Agent and the Lender Parties, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will, at the same its expense and upon request of Administrative Agent promptly, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral as directed by Administrative Agent and without liability for trespass (except for actual damage caused make it available to Administrative Agent at a place or places to be designated by the Lender's gross negligence or willful misconduct) Administrative Agent that is reasonably convenient to both parties, and Administrative Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for the purpose a reasonable period in order to effectuate Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below or removing elsewhere herein and without any obligation to prepare or process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, to exercise at any and all rights afforded to a secured party underof Administrative Agent’s offices, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery, and subject to its obligations contained inat such price or prices and upon such other terms as Administrative Agent may reasonably deem commercially reasonable and/or (B) lease, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell license or otherwise dispose of all the Collateral or any part thereof upon such terms as Administrative Agent may reasonably deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the CollateralCollateral shall be required by law, at least ten (10) business days’ prior notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. Administrative Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement prior to or at any broker's board or on any securities exchangethe time and place fixed therefor, for cashand such sale may, upon credit or for future delivery as without further notice, be made at the Lender shall deem appropriatetime and place to which it was so adjourned. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by applicable law), any claims against Administrative Agent and the Lender Parties arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives (to the extent permitted by applicable law) all rights that such Grantor may have to require that all or any part of redemptionthe Collateral be marshaled upon any sale (public or private) hereof. Each Grantor hereby acknowledges that (i) any such sale of the Collateral by Administrative Agent shall be made without warranty, stay (ii) Administrative Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (iii) Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of Administrative Agent (on behalf of itself and appraisal which the Lender Parties) and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral. In addition to the foregoing, (i) upon written notice to any Grantor now has from Administrative Agent, each Grantor shall cease any use of the Intellectual Property or may any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) Administrative Agent may, at any time and from time to time, upon ten (10) days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as Administrative Agent shall in its reasonable discretion determine; and (iii) Administrative Agent may, at any time, pursuant to the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, authority granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), immediately upon execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Each Grantor recognizes that Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that Administrative Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Administrative Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Each Grantor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that Administrative Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Administrative Agent (or its agent or designee) as Collateral and all cash Proceeds received by Administrative Agent (or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of Administrative Agent, be held by Administrative Agent (or its agent or designee) as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Administrative Agent pursuant to the Loan Documents) inwhole or in part by Administrative Agent against, all or any part of the Secured Obligations in such order as Administrative Agent shall elect, consistent with the provisions of the Credit Agreement. Any surplus of such cash or cash Proceeds held by Administrative Agent (or its agent or designee) and remaining after the date on which all of the Secured Obligations have been Paid in Full after the termination of each Lender's demand ’s Commitment and each of the Loan Documents, shall be paid over to whomsoever shall be lawfully entitled to receive the same (as reasonably determined by Administrative Agent) or as a court of competent jurisdiction shall direct. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which Administrative Agent and the Lender Parties are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by Administrative Agent to collect such deficiency in accordance with Section 10.04 of the Credit Agreement. (e) Each Grantor hereby acknowledges that if Administrative Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (f) Administrative agent shall transfer not be required to marshal any present or future collateral security for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all Collateral of Administrative Agent’s rights hereunder and in its possession, including but not limited respect of such collateral security and other assurances of payment shall be cumulative and in addition to all proceeds other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of Collateralcollateral which might cause delay in or impede the enforcement of Administrative Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to Lenderthe extent that it lawfully may, and shall execute each Grantor hereby irrevocably waives the benefits of all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderlaws.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Collateral Agent (acting at the right direction of the Required Lenders) may exercise in respect of the Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions at rights and remedies of a secured party upon default under the same Code (whether or different times: not the Code applies to the affected Collateral), and also may in accordance with or without legal process and with or without previous notice or demand for performanceapplicable law (including, to the extent applicable, foreign law) (i) take possession absolute control of the Collateral, including, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent and without liability for trespass the Lenders, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (except for actual damage caused ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Lender's gross negligence Collateral Agent and make it available to the Collateral Agent at a place or willful misconduct) places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for the purpose of taking possession of or removing a reasonable period in order to effectuate the Collateral andAgent’s rights and remedies hereunder or under law, generally, without obligation to exercise any and all rights afforded to a secured party underGrantor in respect of such occupation, and subject (iii) without notice except as specified below and without any obligation to its obligations contained inprepare or process the Collateral for sale, (A) sell the Uniform Commercial Code as Collateral or any part thereof in effect in one or more parcels at public or private sale, at any state or other applicable law. Without limiting the generality of the foregoingCollateral Agent’s offices, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Grantor agrees that the Lender shall have the rightCollateral Agent may deem commercially reasonable and/or (B) lease, subject to the mandatory requirements of applicable law, to sell license or otherwise dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days’ prior notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Collateral Agent (acting at the direction of the Required Lenders) 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. Each Grantor hereby waives any claims against the Collateral Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral, at Collateral be marshaled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (iii) the Collateral Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Collateral Agent (on behalf of itself and the Lenders) and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral. In addition to the foregoing, (i) upon written notice to any Grantor from the Collateral Agent (acting at the direction of the Required Lenders), each Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) the Collateral Agent (acting at the direction of the Required Lenders) may, at any time and from time to time, upon five (5) days’ prior notice to any Grantor, license (subject to any such licensee’s obligation to maintain the quality of goods and/or services provided under any Trademark consistent with the quality of such good and/or services provide by such Grantor immediately prior to the Event of Default), whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Grantor hereby waives Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent (acting at the direction of the Required Lenders) shall determine (other than in violation of any then-existing licensing arrangements to the extent permitted by lawthat waivers thereunder cannot be obtained with the use of commercially reasonable efforts); and (iii) all rights of redemptionthe Collateral Agent may, stay and appraisal which the Grantor now has or may at any time time, pursuant to the authority granted in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, Section 8 hereof (such authority being effective only upon the occurrence and during the continuance of an Event of Default), immediately upon Lender's demand execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country (other than in violation of any then-existing licensing arrangements to the extent that waivers thereunder cannot be obtained with the use of commercially reasonable efforts). (b) [Intentionally omitted]. (c) Each Grantor recognizes that the Collateral Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Collateral Agent (acting at the direction of the Required Lenders) may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall transfer be deemed to have been made in a commercially reasonable manner. (d) Any cash held by the Collateral Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Collateral Agent (or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Collateral Agent (acting at the direction of the Required Lenders), be held by the Collateral Agent (or its possessionagent or designee) as collateral for, including and/or then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 10 hereof) in whole or in part by the Collateral Agent against, all or any part of the Secured Obligations as set forth in Section 4.03(b) of the Financing Agreement. Any surplus of such cash or Cash Proceeds held by the Collateral Agent (or its agent or designee) and remaining after the Termination Date shall be paid over to the Borrowers (or their successors or assigns) or as a court of competent jurisdiction shall direct. (e) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by the Collateral Agent to collect such deficiency. (f) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (g) The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws. (h) Each Grantor irrevocably and unconditionally, subject to applicable law: (i) consents to the appointment of pre-judgment and/or post-judgment receiver with all of the same powers that would otherwise be available to the Grantors, including, but not limited to the power to (A) hold, manage, control or dispose of the Collateral wherever located, (B) take any action with respect to the Collateral to the maximum extent permitted by law and (C) conduct a public or private sale of any or all proceeds of the Loan Parties’ right, title and interest in and to such Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate including any disposition of the transfer of such Collateral to Lenderthe Collateral Agent/Lenders in exchange for cancellation of all or a portion of the Obligations; (ii) consents that any such receiver can be appointed without a hearing or prior notice to the Grantors; (iii) agrees not to oppose or otherwise interfere (directly or indirectly) with any effort by Collateral Agent to seek the appointment of a receiver; (iv) waives any right to demand that a bond be posted in connection with the appointment of any such receiver; and (v) waives any right to appeal the entry of an order authorizing the appointment of a receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Collateral and the Secured Obligations, and subject to its obligations contained inincluding the Guaranty, under the Uniform Commercial Code as in effect in any state UCC or other applicable law. Without limiting the generality of the foregoingLaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent, promptly assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased (it being acknowledged and agreed that the Grantors are not required to obtain any waiver or consent from any owner of such leased premises in connection with such occupancy or attempted occupancy) by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under Law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with reasonable prior notice thereof which in any event shall be at least 10 days prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with reasonable notice thereof prior to such exercise (it being understood that the notice in the next paragraph is reasonable); and (iv) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawLaw) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute Law now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors at least 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such 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 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 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 Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by Law), the 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 any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of DefaultDefault (provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to, immediately upon Lender's demand to the extent reasonably practicable, or otherwise promptly after, exercising such rights), for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor shall transfer on any check, draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in its possessionconnection with this paragraph, including but not limited reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to all proceeds of Collateral, to Lender, the Collateral Agent and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderbe additional Secured Obligations secured hereby.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Uniform Commercial Code as in effect in any state Secured Obligations under the UCC or other applicable law. Without limiting the generality of the foregoinglaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent, promptly assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the rightapplicable Grantor with written notice thereof prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with written notice thereof prior to such exercise; and (iv) subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Administrative Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is commercially reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale and, in the continuance 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. No Grantor shall be entitled to the return of the Collateral or any portion thereof upon completion of a sale in accordance with the terms hereof, notwithstanding the fact that after such sale has been completed, all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of its Collateral to the Lender Secured Party on demand, and it is agreed that the Lender Secured Party shall have the right to take any of or all of the following actions at the same or different times: times (but at all times subject to any Permitted Liens and Existing Liens): with or without legal process and with or without previous prior notice or demand for performance, to peaceably take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral Collateral, exercise Grantor’s right to xxxx and receive payment for completed work and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Secured Party shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Secured Party shall deem appropriate. The Secured Party shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consum­mation of any such sale the Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Secured Party shall give Grantor ten (10) days’ written notice (which Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code) of the Secured Party’s intention to make any sale of Collateral. Without limiting Such notice, in the foregoingcase of a public sale, upon shall state the occurrence time and during place for such sale and, in the continuance 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 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 Secured Party may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Secured Party may (in its possessionsole and absolute discretion) determine. The Secured Party shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Party until the sale price is paid by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, the Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Secured Party from Grantor as a credit against the purchase price, and the Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Grantor therefor. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the each Grantor agrees to deliver each item of Collateral to the Lender Collateral Agent on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions right, at the same or different times: , with or without legal process and with or without previous notice or demand for performancerespect to any Collateral consisting of Intellectual Property, on demand, to take possession cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and without liability for trespass (except for actual damage caused by whether on an exclusive or nonexclusive basis, any such Collateral throughout the Lender's gross negligence or willful misconduct) to enter any premises where world on such terms and conditions and in such manner as the Collateral may Agent shall determine (other than in violation of any anti-assignment provision contained in any then existing licensing arrangements to the extent that (i) such anti-assignment provision is not rendered ineffective by any applicable law, including the UCC or (ii) waivers cannot be located for the purpose of taking possession of or removing the Collateral obtained after using commercially reasonable efforts), and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Secured Obligations under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Collateral Agent shall have the right, subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale. 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 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 Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the Borrower of its intent to exercise such rights (except in the case of a Bankruptcy Event of Default, immediately upon Lender's demand in which case no such notice shall be required), for the purpose of (i) making, settling and adjusting claims in respect of the Collateral under policies of insurance and endorsing the name of such Grantor shall transfer on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in its possessionconnection with this paragraph, including but not limited reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to all proceeds of Collateral, to Lender, the Collateral Agent and shall execute all documents reasonably requested be additional Secured Obligations secured hereby. By accepting the benefits of this Agreement and each other Collateral Document, the Secured Parties expressly acknowledge and agree that this Agreement and each other Collateral Document may be enforced only by Lender the action of the Collateral Agent acting upon the instructions of the Required Lenders and that no other Secured Party shall have any right individually to effectuate seek to enforce or to enforce this Agreement or to realize upon the transfer security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of such the Secured Parties upon the terms of this Agreement and the other Collateral to LenderDocuments.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral Administrative Agent may, in addition to the Lender exercise by Administrative Agent of its rights and remedies under any other Section of this Agreement or under the Credit Agreement or any other agreement relating to the Obligations or otherwise available to it at law or in equity: (a) declare the principal of and all accrued interest on and any other amounts owing with respect to the Obligations immediately due and payable, without demand, protest, notice of default, notice of acceleration or of intention to accelerate or other notices of any kind, and (b) exercise all the rights and it is agreed remedies of a secured party under the Uniform Commercial Code in effect in the State of North Carolina at that time and sell (in compliance with applicable laws, including securities laws) the Lender Collateral, or any part thereof, at public or private sale, at any broker’s board, upon any securities exchange, or elsewhere, for cash, upon credit, or for future delivery, as Administrative Agent may deem appropriate in the circumstances and commercially reasonable. Administrative Agent shall have the right to take any or all of impose limitations and restrictions on the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession sale of the Collateral as Administrative Agent may deem to be necessary or appropriate to comply with any law, rule, or regulation (Federal, state, or local) having applicability to the sale, including, but without limitation, restrictions on the number and without liability qualifications of the offerees and requirements for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party undernecessary governmental approvals, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser be authorized at any such sale shall hold (if it deems it necessary or advisable to do so) to restrict the property sold absolutely free from any claim prospective offerees or right on purchasers to Persons who will represent and agree that they are purchasing securities included in the part of the Grantor, Collateral for their own account and the Grantor hereby waives (not with a view to the distribution or sale thereof in violation of applicable securities laws and Pledgor hereby waives, to the maximum extent permitted by law) all rights of redemption, stay and appraisal any claim arising because the price at which the Grantor now has or Collateral may have been sold at any time in such private sale was less than the future price that might have under any rule of law or statute now existing or hereafter enacted. Without limiting been obtained at public sale, even if Administrative Agent accepts the foregoing, upon the occurrence first offer received and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but does not limited to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of offer such Collateral to Lender.more than one offeree. Upon consummation of any such sale, Administrative Agent shall have the right to assign, transfer, and deliver to the purchaser or purchasers thereof the Collateral so

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) The Investors may exercise in respect of the Collateral, or any part thereof, in addition to other rights and remedies provided for herein, in the Investment Agreement, the Grantor agrees Notes or in the Note Documents or otherwise available to deliver each item of Collateral to the Lender on demandit, and it is agreed that the Lender shall have the right to take any or all of the following actions rights and remedies of a secured party in default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including without limitation transfer into the Investors' names or into the names of their nominee or nominees (to the extent the Investors have not theretofore done so) and thereafter receive, for the benefit of the Investors, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require the Grantor to, and the Grantor hereby agrees that it will at its expense and upon request of the same Investors forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Investors and make it available to the Investors at a place or willful misconduct) places to be designated by the Investors which is reasonably convenient to all parties, and the Investors may enter into and occupy any premises owned or leased by the Grantor where the Collateral may be of any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Investors' rights and remedies hereunder or under law, without obligation to the Grantor in respect of taking possession of or removing such occupation, and (iii) without notice, except as specified below, sell the Collateral andor any part thereof in one or more parcels at public or private sale, generallyat any of the Investors' offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Investors may deem commercially reasonable. The Grantor agrees that, to exercise the extent notice of sale shall be required by law, at least 10 days' notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Investors shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Investors may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Grantor hereby waives any claims against the Investors arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Investors accepts the first offer received and does not offer the Collateral to more than one offeree and waives all rights which the Grantor may have to require that all or any part of the Collateral be marshalled upon any sale (public or private) thereof. (b) Any cash held by the Investors as Collateral and all rights afforded to a secured party underproceeds received by the Investors in respect of any sale or collection from, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoingrealization upon, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale after payment from such proceeds of the Investors's out-of-pocket costs and expenses in connection with such sale, including, without limitation reasonable attorneys' fees and expenses, may, in the discretion of the Investors, be held by the Investors as collateral for, and/or then or at any broker's board time thereafter applied in whole or on in part by the Investors against, all or any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and Obligations in such manner as the Grantor hereby waives Investors may elect in its sole discretion. (to c) Other than the extent permitted by law) all rights exercise of redemption, stay and appraisal which the Grantor now has or may at any time reasonable care in the future custody and preservation of the Collateral, the Investors shall have under any rule no duty with respect thereto. the Investors shall be deemed to have exercised reasonable care in the custody and preservation of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited possession if the Collateral is accorded treatment substantially equal to all proceeds of Collateral, to Lenderthat which it accords its own property, and shall execute not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by the Investors in good faith. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all documents amounts to which the Investors is legally entitled, the Grantor shall be liable for the deficiency, together with interest thereon at the Default Rate or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Investors to collect such deficiency. (e) The Investors may employ and maintain in the premises of the Grantor one or more custodians selected by the Investors who shall have full authority to do all acts necessary or desirable to protect the Investors's interests hereunder. The Grantor hereby agree to cooperate with any such custodian and to do whatever the Investors may reasonably requested request to preserve the Collateral. All costs and expenses incurred by Lender the Investors, by reason of the employment of the custodian, shall be payable the Grantor pursuant to effectuate the transfer of such Collateral to LenderSection 9.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Obligations under the Uniform Commercial Code as in effect (including the New York UCC) in any state applicable jurisdiction or other applicable law. Without limiting the generality of the foregoingLaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent promptly, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the rightapplicable Grantor with written notice thereof prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with written notice thereof prior to such exercise; and (iv) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Administrative Agent shall give the applicable Grantors ten Business Days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Without limiting Such notice, in the foregoingcase of a public sale, upon shall state the occurrence time and during place for such sale and, in the continuance 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionreasonable discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Administrative Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) require the Grantor to, and the Grantor hereby agrees that it will at its expense and upon request of the same Administrative Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the LenderAdministrative Agent and make it available to the Administrative Agent at a place or places to be designated by the Administrative Agent which is reasonably convenient to both parties and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent's gross negligence offices or willful misconduct) elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. The Grantor agrees that, to enter the extent notice of sale shall be required by law, at least 10 days' notice to the Grantor of the time and place of any premises where public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Grantor hereby waives any claims against the Administrative Agent and the Lenders arising by reason of the fact that the price at which the Collateral may be located for have been sold at a private sale was less than the purpose price which might have been obtained at a public sale or was less than the aggregate amount of taking possession of or removing the Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral and, generally, to exercise any more than one offeree and waives all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, which the Grantor agrees may have to require that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at Collateral be marshaled upon any sale (public or private private) thereof. (b) Any cash held by the Administrative Agent as Collateral and all cash proceeds received by the Administrative Agent in respect of any sale of or collection from, or other realization upon, all or any part the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any broker's board time thereafter applied in whole or on in part by the Administrative Agent against, all or any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorObligations. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent and the Grantor hereby waives (to the extent permitted by law) all rights of redemptionLenders are legally entitled, stay and appraisal which the Grantor now has shall be liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Credit Document for interest on overdue principal thereof or may at such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses of any time in attorneys employed by the future have under any rule of law or statute now existing or hereafter enacted. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, immediately upon Lender's demand Grantor shall transfer all Collateral in its possession, including but not limited Administrative Agent to all proceeds of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer of collect such Collateral to Lenderdeficiency.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject with respect to its obligations contained in, the Obligations under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoinglaw and also may (i) require each Grantor to, the and each Grantor agrees that it will at its expense and upon request of the Lender Administrative Agent promptly, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall have provide the applicable Grantor with notice thereof prior to such occupancy; (iii) declare the entire right, title, and interest of such Grantor in any Intellectual Property Collateral vested in the Administrative Agent for the benefit of the Secured Parties (in which event such right, title, and interest shall immediately vest in the Administrative Agent for the benefit of the Secured Parties, and the Administrative Agent shall be entitled to exercise the power of attorney referred to below in Section 4.03 hereof to execute, cause to be acknowledged and notarized and to record said absolute assignment with the applicable agency); (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with notice thereof prior to such exercise; and (v) subject to the mandatory requirements of applicable lawlaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Administrative Agent shall give the applicable Grantors not less than 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Without limiting Such notice, in the foregoingcase of a public sale, upon shall state the occurrence time and during place for such sale and, in the continuance 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lender.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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the 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 any Grantor 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 any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default may have been remedied and the Obligations may have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Default shall have occurred and be continuing: (a) The Administrative Agent may exercise in respect of the right Collateral, in addition to take any other rights and remedies provided for herein or otherwise available to it, all of the following actions rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Administrative Agent’s name or into the name of its nominee or nominees (to the extent the Administrative Agent has not theretofore done so) and thereafter receive, for the benefit of the Administrative Agent and the Term Loan Lenders, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the same Administrative Agent forthwith, assemble all or different times: with or without legal process and with or without previous notice or demand for performance, to take possession part of the Collateral and without liability for trespass (except for actual damage caused as directed by the Lender's gross negligence Administrative Agent and make it available to the Administrative Agent at a place or willful misconduct) places to be designated by the Administrative Agent that is reasonably convenient to both parties, and the Administrative Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral may be or any part thereof is located or assembled for a reasonable period in order to effectuate the purpose Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of taking possession of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or removing process the Collateral andfor sale, generally(A) sell the Collateral or any part thereof in one or more parcels at public or private sale, to exercise at any and all rights afforded to a secured party underof the Administrative Agent’s offices, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery, and subject to its obligations contained inat such price or prices and upon such other terms as the Administrative Agent may reasonably deem commercially reasonable and/or (B) lease, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell license or otherwise dispose of the Collateral or any part thereof upon such terms as the Administrative Agent may reasonably deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days’ prior notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Administrative Agent and the Term Loan Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral, at Collateral be marshaled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCollateral by the Administrative Agent shall be made without warranty, and (ii) the Grantor hereby waives Administrative Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (to iii) the extent Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Administrative Agent (on behalf of itself and the Term Loan Lenders) all rights and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of redemptionany such sale of the Collateral. In addition to the foregoing, stay and appraisal which (i) upon written notice to any Grantor from the Administrative Agent, each Grantor now has shall cease any use of the Intellectual Property or may any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) the Administrative Agent may, at any time and from time to time, upon ten (10) days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the future have under Administrative Agent shall in its reasonable discretion determine; and (iii) the Administrative Agent may, at any rule of law or statute now existing or hereafter enacted. Without limiting time, pursuant to the foregoing, authority granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), immediately upon Lender's demand execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Each Grantor recognizes that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Interests and that the Administrative Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall transfer be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Each Grantor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Administrative Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by the Administrative Agent (or its agent or designee) as Collateral and all Cash Proceeds received by the Administrative Agent (or its agent or designee) in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent (or its possessionagent or designee) as collateral for, including and/or then or at any time thereafter applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 10 hereof) in whole or in part by the Administrative Agent against, all or any part of the Secured Obligations in such order as the Administrative Agent shall elect, consistent with the provisions of the Credit Agreement and the Intercreditor Agreement. Any surplus of such cash or Cash Proceeds held by the Administrative Agent (or its agent or designee) and remaining after Payment in Full, shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent and the Term Loan Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable out-of-pocket fees, costs, expenses and other client charges of any attorneys employed by the Administrative Agent to collect such deficiency. (e) Each Grantor hereby acknowledges that if the Administrative Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (f) The Administrative Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Administrative Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Administrative Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws. (g) The Grantors irrevocably and unconditionally: (i) consent to the appointment of pre-judgment and/or post-judgment receivers with all of the same powers that would otherwise be available to the Grantors, including, but not limited to the power to (A) hold, manage, control or dispose of the Collateral wherever located, (B) take any action with respect to the Collateral to the maximum extent permitted by law and (C) conduct a public or private sale of any or all proceeds of the Secured Parties’ right, title and interest in and to such Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate including any disposition of the transfer of such Collateral to Lenderthe Administrative Agent in exchange for cancellation of all or a portion of the Obligations; (ii) consent that any such receiver can be appointed without a hearing or prior notice to the Grantors; (iii) agrees not to oppose or otherwise interfere (directly or indirectly) with any effort by Administrative Agent to seek the appointment of a receiver; (iv) waives any right to demand that a bond be posted in connection with the appointment of any such receiver; and (v) waives any right to appeal the entry of an order authorizing the appointment of a receiver.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender Agent on demand, and it is agreed that the Lender Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the LenderAgent's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Lender Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Agent shall deem appropriate. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and appraisal which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Without limiting The Agent shall give the foregoingGrantor 10 days' written notice (which the Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the NYUCC) of the Agent's intention to make any sale of Collateral. Such notice, upon in the occurrence case of a public sale, shall state the time and during place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the continuance Agent may fix and state in the notice (if any) of such sale. Any such sale shall be conducted and conform to the standards of commercial reasonableness as provided in Section 9-504(3) of the NYUCC to the extent such section is applicable to such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Agent may (in its possessionsole and absolute discretion) determine. The Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Agent until the sale price is paid by the purchaser or purchasers thereof, but the Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section 15, the Agent may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay or appraisal on the part of the Grantor (all said rights being also hereby waived and released to the extent permitted by law), with respect to the Collateral or any part thereof offered for sale and the Agent may make payment on account thereof by using any claim then due and payable to the Agent or any Lender from the Grantor as a credit against the purchase price, and the Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Agent shall be free to carry out such sale and purchase pursuant to such agreement, and the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwith standing the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full and/or the Total Commitment shall have been terminated. To the extent permitted by applicable law, the Grantor shall remain liable for any deficiency. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Default. Upon If any Event of Default shall have occurred and be continuing: (a) The Agent may exercise in respect of the occurrence Collateral, without further order of, or application to, the Bankruptcy Court and during in addition to other rights and remedies provided for herein or otherwise available to it, all of the continuance rights and remedies of a secured party upon default under the Bankruptcy Code and the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, (x) transfer into the Agent's name or into the name of its nominee or nominees (to the extent the Agent has not theretofore done so) and thereafter receive, for the benefit of the Secured Parties, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (y) obtain physical possession of the Servicing Records and all other files of the Grantors relating to the Collateral and all documents relating to the Collateral which are then or may thereafter come into the possessions of the Grantors or any third party acting for the Grantors and (z) exercise Control over all Control Accounts, (ii) require the Grantors to, and each Grantor agrees that it will at its expense and upon request of the Agent forthwith, assemble all or part of the Collateral as directed by the Agent and make it available to the Agent at a place or places to be designated by the Agent which is reasonably convenient to both parties, and the Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Agent's rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, (iiii) use, assign, license or sublicense any of the Intellectual Property, to the extent permitted by the terms of such Intellectual Property, (iv) without notice except as specified below, and without any obligation to prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Agent may deem commercially reasonable; PROVIDED, HOWEVER, in accordance with Section 9(a) of the Loan Agreement and the Orders of the Bankruptcy Court, the Agent may not consummate foreclosure on the Collateral or otherwise seize control of assets of the Grantors' Estates (as such term is defined in the Bankruptcy Code) absent five (5) Business Days' notice of an Event of Default. The Grantors agree that, to the extent notice of sale shall be required by law, 10 days' notice to any Grantor agrees of the time and place of any public sale or the time after which any private sale is to deliver each item be made shall constitute reasonable notification to all Grantors. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the Lender on demandtime and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it is agreed was so adjourned. The Grantors waive any claims against the Agent and the other Secured Parties arising by reason of the fact that the Lender shall have the right to take any or all of the following actions price at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where which the Collateral may be located for have been sold at a private sale was less than the purpose price which might have been obtained at a public sale or was less than the aggregate amount of taking possession of or removing the Obligations, even if the Agent accepts the first offer received and does not offer the Collateral and, generally, to exercise any more than one offeree and waives all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, which the Grantor agrees may have to require that the Lender shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at Collateral be marshalled upon any sale (public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Lender shall deem appropriateprivate) thereof. Each such purchaser at Grantor hereby acknowledges that (i) any such sale shall hold the property sold absolutely free from any claim or right on the part of the GrantorCollateral by the Agent shall be made without warranty, (ii) the Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely effect the Grantor hereby waives (commercial reasonableness of any such sale of the Collateral. In addition to the extent permitted by lawforegoing, (i) all rights upon written notice from the Agent, the Grantors shall cease any use of redemptionthe Trademarks, stay and appraisal which Patents or Copyrights or any xxxx or patent similar thereto for any purpose described in such notice; (ii) the Grantor now has or may Agent may, at any time and from time to time, upon 10 days' prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Trademarks, Patents and Copyrights throughout the world for such term or terms, on such conditions, and in such manner, as the future have under Agent shall in its sole discretion determine; and (iii) the Agent may, at any rule of law or statute now existing or hereafter enacted. Without limiting time, pursuant to the foregoing, authority granted in Section 6 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), immediately upon Lender's demand execute and deliver on behalf of the Grantors, one or more instruments of assignment of the Trademarks, Patents and Copyrights (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Subject to Section 4.01(k) of the Loan Agreement, any cash held by the Agent as Collateral and all cash proceeds received by the Agent in respect of any sale of or collection from, or other realization upon, all or any part the Collateral may, in the discretion of the Agent, be held by the Agent as collateral for, and/or then or at any time thereafter applied in whole or in part by the Agent against, all or any part of the Obligations as provided in Section 3.03 of the Loan Agreement. Any surplus of such cash or cash Proceeds held by the Agent and remaining after payment in full of all of the Obligations after termination of the Loan Agreement and the other Loan Documents shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Agent and the other Secured Parties are legally entitled, the Grantors shall be liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses of any attorneys employed by the Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Agent complies with any applicable state or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) The Agent shall transfer all Collateral in its possessionnot be required to marshal any present or future collateral security (including, including but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Agent's rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all proceeds other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of Collateralcollateral which might cause delay in or impede the enforcement of the Agent's rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to Lenderthe extent that it lawfully may, and shall execute each Grantor hereby irrevocably waives the benefits of all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderlaws.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Lender on demand, and it is agreed that the Lender Collateral Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party underwith respect to the Secured Obligations, and subject to its obligations contained inincluding the Guarantees, under the Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoingLaw and also may, the (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Lender Collateral Agent, promptly assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased (it being acknowledged and agreed that the Grantors are not required to obtain any waiver or consent from any owner of such leased premises in connection with such occupancy or attempted occupancy) by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under Law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall have provide the rightapplicable Grantor with reasonable prior notice thereof which in any event shall be at least 10 days prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to such exercise; and (iv) subject to the mandatory requirements of applicable lawLaw and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral, Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives (to the extent permitted by lawLaw) all rights of redemption, stay and appraisal which the such Grantor now has or may at any time in the future have under any rule of law or statute Law now existing or hereafter enacted. Without limiting The Collateral Agent shall give the foregoingapplicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such 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 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 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 Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such 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 Collateral is made on credit or for future delivery, the 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 Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Law, 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, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by Law), the 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 any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the occurrence terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the 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 such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of DefaultDefault (provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to, immediately upon Lender's demand to the extent reasonably practicable, or otherwise promptly after, exercising such rights), for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor shall transfer on any check, draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by the Secured Documents or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in its possessionconnection with this paragraph, including but not limited reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to all proceeds of Collateral, to Lender, the Collateral Agent and shall execute all documents reasonably requested by Lender to effectuate the transfer of such Collateral to Lenderbe additional Secured Obligations secured hereby.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, the each Grantor agrees to deliver each all or any item of Collateral to the Lender Administrative Agent on demand, and it is agreed that the Lender Administrative Agent shall have the right to take any or all of the following actions at the same or different times: right, with or without legal process and with or without previous prior notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Lender's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generallygenerally with respect to all Collateral, to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, under the Uniform Commercial Code as in effect in any state UCC or other applicable lawLaw. Without limiting the generality of the foregoing, the each Grantor agrees that the Lender Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, right to sell or otherwise dispose of all or any part of the Collateral, Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Lender Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale 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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale of Collateral the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of the any Grantor, and the each Grantor hereby waives and releases (to the extent permitted by law) all rights of redemption, stay stay, valuation and appraisal which the that such Grantor now has or may at any time in the future have under any rule of law Law or statute now existing or hereafter enacted. (b) The Administrative Agent shall give the Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Without limiting Such notice, in the foregoingcase of a public sale, upon shall state the occurrence time and during place for such sale and, in the continuance 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 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 Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an Event of Defaultentirety or in separate parcels, immediately upon Lender's demand Grantor shall transfer all Collateral as the Administrative Agent may (in its possessionsole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, including but not limited to all proceeds regardless of Collateral, to Lender, and shall execute all documents reasonably requested by Lender to effectuate the transfer fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to Lenderbe 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 5.01, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions. (c) Notwithstanding anything to the contrary contained in this Agreement, if any enforceable term of any promissory note, contract, agreement, permit, lease, license or other General Intangible included as a part of the Collateral requires the consent of the Person obligated on such promissory note or any Person (other than the applicable Grantor) obligated on such lease, contract or agreement, or which has issued such permit or license or other General Intangible (i) for the creation, attachment or perfection of the Lien of this Agreement in such Collateral or (ii) for the assignment or transfer thereof or the creation, attachment or perfection of such Lien not to give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or other remedy thereunder, then the receipt of any such necessary consent shall be a condition to any exercise of remedies against such Collateral under this Section 5.01 (but not to the creation, attachment or perfection of the Lien of this Agreement as provided herein).