Common use of Rights and Powers Clause in Contracts

Rights and Powers. Creditor may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: (a) Accept in its discretion, but subject to the applicable limitations of Section 8, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept in its discretion, but subject to the applicable limitations of Section 87, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 8 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 2 may be taken without notice to the Borrower. Expenses Any costs or expenses (including attorneys' fees) reasonably incurred in connection with any such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 1110. So The Company shall act in accordance with the Uniform Commercial Code of the State of New Jersey with respect to the exercise of any of its rights hereunder. As long as there exists no event of default under Section 9 8 of this Agreement, and subject to the irrevocable proxy granted to the Company, the Borrower may exercise all Member stockholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member stockholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below; provided, however, that if an event of default has occurred hereunder and is continuing, any or all Collateral may be registered, without notice, in the name of the Company or its nominee, and thereafter the Company or its nominee may exercise, without notice, all voting and corporate rights at any meeting of the stockholders of the Company, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to the Collateral, all as if the Company were the absolute owner thereof. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 2 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 8paragraphs 7(a), (c) and (d), other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but provided and only if there exists at the time an outstanding event of default under Section 9 paragraph 8 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 paragraph 2 may be taken without notice to the Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, hereunder as provided in Section 11paragraph 9. So long as there exists no event of default under Section 9 paragraph 8 of this Agreement, the Borrower may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 paragraph 2(b) above shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept in its discretion, but subject to the applicable limitations of Section 87, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 8 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 2 may be taken without notice to the Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 1110. So long as there exists no event of default under Section 9 8 of this Agreement, the Borrower may exercise all Member stockholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member stockholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 2 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor If an Event of Default shall have occurred and not been cured or waived in accordance with the terms hereof, Bank shall have the following rights and powers and may, at its election, without obligation to notice of its election and without demand, do so, exercise any one or more of the following rights and powers with respect to the Collateral: following, all of which are authorized by Borrower: (a) Accept in its discretionDeclare all Obligations immediately due and payable; (b) Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, or any other agreement between Borrower and Bank; (c) Terminate this Agreement as to any future liability or obligation of Bank, but subject without effecting Bank's rights and security interest in the Collateral and without effecting the Obligations; (d) Without notice to or demand upon Borrower or any guarantor, make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the applicable limitations of Section 8Collateral. Borrower agrees to assemble the Collateral if Bank so requires, other property of and to make the Collateral available to Bank as Bank may designate. Borrower in exchange for all or part authorizes Bank to enter the premises where the Collateral is located, take and maintain possession of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchangepremises, or any part thereof, for so long as is required by Bank, and in such event the moneyat no cost to Bank, property and to pay, purchase, contest or securities received compromise any encumbrance, charge or lien which in the exchange shall opinion of Bank appears to be held by prior or superior to Bank's security interest and to pay all expenses incurred in connection therewith; (e) Without constituting a retention of Collateral in satisfaction of an Obligation within the Creditor as substitute security for meaning of Section 9505 of the Note Code or an action under California Code of Civil Procedure Section 726, Bank may apply any and all amounts maintained by Borrower with Bank as deposit accounts (as that term is defined under Section 9105 of the Code) or other indebtedness secured hereunder; accounts against the Obligations; (bf) Perform such acts as are necessary to preserve Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and protect sell or dispose of (in the Collateral and manner provided for herein) the rights, powers and remedies granted with respect to such Collateral by this Agreement; and Collateral; (cg) Transfer record ownership Sell or dispose of the Collateral to Creditor at either public or its nominee and receive, endorse and give receipt forprivate sales, or collect both, by legal proceedings way of one or otherwisemore contracts or transactions, dividends for cash or on terms, in such manner and at such places (including Borrower's premises) as is commercially reasonable in the opinion of Bank. It is not necessary that the Collateral be present at any such sale; (h) Bank shall give the Borrower and each holder of a security interest in the Collateral who has filed with Bank a written request for notice, a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other distributions disposition other than a public sale is to be made or paid with respect to of the Collateral, but only if there exists at the time an outstanding event of default under on or after which the private sale or other disposition is to be made. The notice shall be personally delivered or mailed, postage prepaid, to Borrower as provided in Section 9 13.3 of this Agreement, at least five (5) calendar days before the date fixed for the sale, or at least five (5) calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value. Any action Notice to parties other than Borrower claiming an interest in the Collateral shall be sent to such addresses as they have furnished to Bank. If the sale is to be a public sale, Bank shall also give notice of the time and place by Creditor pursuant publishing a notice one time at least five (5) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to the provisions of this Section 3 be held; (i) Bank may be taken without notice to Borrower. credit bid and purchase at any public sale; (j) Borrower shall pay all Bank Expenses reasonably incurred in connection with such action shall be payable Bank's enforcement and exercise of any of Bank's rights and remedies as herein provided, whether or not suit is commenced by the Borrower and form part Bank; (k) Any deficiency which exists after disposition of the indebtedness secured hereunderCollateral as provided above will be paid immediately by Borrower. Any excess will be returned, without interest and subject to the rights of third parties, to Borrower by Bank, or, in Bank's discretion, to any party who Bank believes, in good faith, is entitled to such excess; (l) Bank is hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining it pertains to the Collateral or any disposition thereof, and Borrower's rights under all general intangibles, licenses and franchise agreements shall be delivered inure to Bank's benefit, and Bank shall have the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its right and power to enter into sub-license agreements with respect to all such rights and powers under this Section 3 shall be applied with third parties on terms acceptable to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the BorrowerBank.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept in its discretion, but subject to the applicable limitations of Section 89, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer record ownership of the Collateral to Creditor the Company or its nominee and add receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 10 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 may be taken without notice to the Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 1112. So long as there exists no event of default under Section 9 10 of this Agreement, the Borrower may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor may, Secured Party may without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 8paragraph 6(c), other property of the Borrower Debtor in exchange for all or part of the Collateral and release Collateral to the Borrower Debtor to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Secured Party as substitute security for the Note and all other indebtedness secured hereunder; , (b) Perform perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer transfer record ownership of the Collateral to Creditor Secured Party or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but provided and only if there exists at the time an outstanding event of default under Section 9 paragraph 7 of this Agreement. Any Secured Party will notify the Debtor of any action taken by Creditor it pursuant to the provisions of this Section 3 may be taken without notice to Borrower2. Expenses reasonably incurred in connection with such action shall be payable by the Borrower Debtor and form part of the indebtedness secured hereunder, hereunder as provided in Section 11paragraph 9. So long as there exists no event of default under Section 9 7 of this Agreement, Borrower the Debtor may exercise all Member stockholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member stockholder materials pertaining to the Collateral shall be delivered to the Borrower Debtor at the address indicated below. Any cash sums that Creditor Secured Party may receive in the exercise of its his rights and powers under this Section 3 paragraph 2(c) above shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor Secured Party deems appropriate. Any remaining cash shall be paid over to the BorrowerDebtor.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept in its discretion, but subject to the applicable limitations of Section 87, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 8 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 2 may be taken without notice to the Borrower. Expenses Any costs or expenses (including attorneys' fees) reasonably incurred in connection with any such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So As long as there exists no event of default under Section 9 8 of this Agreement, the Borrower may exercise all Member stockholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member stockholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below; provided, however, that if an event of default has occurred hereunder and is continuing, any or all Collateral may be registered, without notice, in the name of the Company or its nominee, and thereafter the Company or its nominee may exercise, without notice, all voting and corporate rights at any meeting of the stockholders of the Company, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to the Collateral, all as if the Company were the absolute owner thereof. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 2 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept in its discretion, but subject to the applicable limitations of Section 87, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 8 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 2 may be taken without notice to the Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 8 of this Agreement, the Borrower may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 2 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor may, The Company may without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 8Sections 7(c) and 7(e), other property of the Borrower Stockholder in exchange for all or part of the Collateral and release Collateral to the Borrower Stockholder to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange exchanges shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; , and (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but provided and only if there exists at the time an outstanding event of default under Section 9 8 of this Agreement. Any The Company will notify the Stockholder of any action taken by Creditor the Company pursuant to the provisions of this Section 3 may be taken without notice to Borrower3. Expenses reasonably incurred in connection with such action shall be by payable by the Borrower Stockholder and form part of the indebtedness secured hereunder, hereunder as provided in Section 1110. So long as there exists no event of default under Section 9 8 of this Agreement, Borrower the Stockholder may exercise all Member voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs occults under this Agreement, all proxy statements and other Member Stockholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated belowStockholder. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 3(b) above shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the BorrowerStockholder.

Rights and Powers. Creditor The Payee may, without obligation to do so, ----------------- exercise at any time and from time to time one or more of the following rights and powers with respect to any or all of the Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 8subsection 8(d) of this Agreement, other property of the Borrower Maker in exchange for all or part of the Collateral and release Collateral to the Borrower Maker to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Payee as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer transfer record ownership of the Collateral to Creditor the Payee or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but provided and only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with the exercise of such action rights and powers shall be payable by the Borrower Maker and form part of the indebtedness secured hereunder, hereunder as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower Maker may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions paid on distribution with respect to the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining which the Payee receives with respect to the Collateral shall be delivered to the Borrower Maker at the address indicated below. Any cash sums that Creditor may receive in on the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the BorrowerPayee's shareholder records.

Rights and Powers. Creditor Each Agent may, without obligation to do so, exercise one or more of the following rights and powers in connection with respect to the Collateral: its services hereunder: (a) Accept except as otherwise permitted in its discretionthe Conditions or ordered by a court of competent jurisdiction or otherwise required by law or otherwise instructed by the Issuer and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Note by any person (other than a duly executed form of transfer) or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1(a), treat the applicable limitations registered holder of Section 8, other property any Note as its absolute owner for all purposes and make payments thereon accordingly; (b) assume that the terms of the Borrower in exchange Global Notes and each Definitive Note Certificate as issued are correct; (c) rely upon the terms of any notice, communication or other document reasonably believed by it to be genuine and shall be protected against any liability for all acting on any such notice, communication or part of other document; (d) at the Collateral and release Collateral Borrower’s expense, subject to prior written notification to the Borrower where practicable, engage the advice or services of any lawyers or other experts whose advice or services such Agent considers necessary and rely upon any advice so obtained (and such Agent shall be protected and shall incur no liability as against the Issuer or the Trustee in respect of any action taken, or omitted to be taken, in accordance with such advice and in good faith); (e) the Agents shall act solely as agents of the Issuer or for the purposes of Clause 7.5 (Agents to Act for Trustee) only shall act solely as agents for the Trustee and need have no concern for the interests of Noteholders; (f) refer any question relating to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor Global Notes or its nominee and receive, endorse and give receipt for, Definitive Note Certificates or collect by legal proceedings the adequacy or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event sufficiency of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred any evidence supplied in connection with such action shall be payable the replacement of the Global Notes or Definitive Note Certificates to the Issuer for determination by the Borrower Issuer and form part rely upon any determination so made; (g) none of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default Paying Agents are under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled any obligations to receive take any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs action under this AgreementAgreement which may involve it in any expense or liability, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunderwhich within a reasonable time is not, in such order the reasonable opinion of applicationthe relevant Paying Agent, assured to it; and (h) in the event that the Paying Agents receive conflicting, unclear or equivocal instructions, the Paying Agents as Creditor deems appropriate. Any remaining cash the case may be shall be paid over entitled not to take any action until such instructions have been resolved or clarified to its satisfaction and the BorrowerPaying Agent shall not be or become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instructions.

Rights and Powers. Creditor Holder may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Pledged Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 8Sections 10(a) and (c), other property of the Borrower Maker in exchange for all or part of the Pledged Collateral and release Collateral to the Borrower Maker to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Holder as substitute security for the this Note and all other indebtedness secured hereunder; ; (b) Perform perform such acts as are necessary to preserve and protect Holder’s interest in the Pledged Collateral and the rights, powers and remedies granted with respect to such Pledged Collateral by this AgreementNote; and and (c) Transfer transfer record ownership of the Pledged Collateral to Creditor Holder or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Pledged Collateral, but provided and only if there exists at the time an outstanding event Event of default under Section 9 of this AgreementDefault. Any action by Creditor Holder pursuant to the provisions of this Section 3 5 may be taken without notice to BorrowerMaker. Expenses Any costs or expenses (including reasonable attorneys’ fees) reasonably incurred in connection with any such action shall be payable by the Borrower Maker and form part of the indebtedness secured hereunder, hereunder as provided in Section 1117. So long as there exists no event outstanding Event of default under Section 9 of this AgreementDefault, Borrower Maker may exercise all Member voting member rights and be entitled to receive any and all regular cash distributions paid on the Pledged Collateral. Accordingly, until such time as unless an event Event of default Default occurs under this Agreementand is continuing, all proxy statements and other Member materials pertaining to the Pledged Collateral shall be delivered to the Borrower Maker at the address indicated belowset forth in Section 18(a); provided, however, if an Event of Default has occurred hereunder and is continuing, any or all Pledged Collateral may be registered, without notice, in the name of Holder or its nominee, and thereafter Holder or its nominee may exercise, without notice, all voting and limited liability company rights, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to the Pledged Collateral, all as if Holder were the absolute owner thereof. Any cash sums that Creditor Holder may receive in the exercise of its rights and powers under this Section 3 5 shall be applied to the payment of the this Note and any other indebtedness secured hereunder, in such order of application, application as Creditor Holder deems appropriate. Any remaining cash shall be paid over to the BorrowerMaker.

Rights and Powers. Creditor The Company's Compensation Committee or Board of ----------------- Directors may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 8paragraphs 7(a). (c) and (d), other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but provided and only if there exists at the time an -------------------- outstanding event of default under Section 9 paragraph S of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 paragraph 2 may be taken without notice to the Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, hereunder as provided in Section 11paragraph 10. So long as there exists no event of default under Section 9 paragraph 8 of this Agreement, the Borrower may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 paragraph 2(b) above shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. (a) Accept in its discretion, but subject to the applicable limitations of Section 89, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer record ownership of the Collateral to Creditor the Company or its nominee and add receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 10 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 may be taken without notice to the Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 1112. So long as there exists no event of default under Section 9 10 of this Agreement, the Borrower may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor Company may, without obligation to do so, exercise at any time and from time to time one or more of the following rights and powers with respect to any or all of the Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 87 of this Agreement, other property of the Borrower undersigned in exchange for all or part of the Collateral and release Collateral to the Borrower undersigned to the extent necessary to effect such exchange, D1 and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer transfer record ownership of the Collateral to Creditor Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but provided and only if there exists at the time an outstanding event of default under Section 9 8 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with the exercise of such action rights and powers shall be payable by the Borrower undersigned to Company and form part of the indebtedness secured hereunder, hereunder as provided in Section 1110 of this Agreement. So long as there exists no event of default under Section 9 8 of this Agreement, Borrower the undersigned may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions paid on distribution with respect to the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining to the Collateral shall be delivered to the Borrower undersigned at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (ai) Accept in its discretion, but subject to the applicable limitations of Section 8, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (bii) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (ciii) Transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 2 may be taken without notice to the Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 1110. So long as there exists no event of default under Section 9 of this Agreement, the Borrower may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 2 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise at any time and from time to time one or more of the following rights and powers with respect to any or all of the Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 8, discretion other property of the Borrower undersigned in exchange for all or part of the Collateral and release Collateral to the Borrower undersigned to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreementagreement; and and (c) Transfer transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but provided and only if there exists at the time an outstanding event of default under Section 9 paragraph 7 of this Agreementagreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 paragraph 2 may be taken without notice to Borrowerthe undersigned. Expenses reasonably incurred in connection with such action shall be payable by the Borrower undersigned and form part of the indebtedness secured hereunder, hereunder as provided in Section 11paragraph 9. So long as there exists no event of default under Section 9 paragraph 7 of this Agreementagreement, Borrower the undersigned may exercise all Member rights to determine when to purchase the Common Stock of the Company subject to the Common Stock Options and all stockholder voting rights rights, and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreementagreement, all proxy statements and other Member stockholder materials pertaining to the Collateral shall be delivered to the Borrower undersigned at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 paragraph 2(c) above shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrowerundersigned.

Rights and Powers. Creditor If an Event of Default shall have occurred and not ----------------- been cured or waived in accordance with the terms hereof, Bank shall have the following rights and powers and may, at its election, without obligation to notice of its election and without demand, do so, exercise any one or more of the following rights and powers with respect to the Collateral: following, all of which are authorized by Borrower: (a) Accept in its discretionDeclare all Obligations immediately due and payable; (b) Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, or any other agreement between Borrower and Bank; (c) Terminate this Agreement as to any future liability or obligation of Bank, but subject without effecting Bank's rights and security interest in the Collateral and without effecting the Obligations; (d) Without notice to or demand upon Borrower or any guarantor, make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the applicable limitations of Section 8Collateral. Borrower agrees to assemble the Collateral if Bank so requires, other property of and to make the Collateral available to Bank as Bank may designate. Borrower in exchange for all or part authorizes Bank to enter the premises where the Collateral is located, take and maintain possession of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchangepremises, or any part thereof, for so long as is required by Bank, and in such event the moneyat no cost to Bank, property and to pay, purchase, contest or securities received compromise any encumbrance, charge or lien which in the exchange shall opinion of Bank appears to be held by prior or superior to Bank's security interest and to pay all expenses incurred in connection therewith; (e) Without constituting a retention of Collateral in satisfaction or an Obligation within the Creditor as substitute security for meaning of Section 9505 of the Note Code or an action under California Code of Civil Procedure Section 726, Bank may apply any and all amounts maintained by Borrower with Bank as deposit accounts (as that term is defined under Section 9105 of the Code)or other indebtedness secured hereunder; accounts against the Obligations; (bf) Perform such acts as are necessary to preserve Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and protect sell or dispose of (in the Collateral and manner provided for herein) the rights, powers and remedies granted with respect to such Collateral by this Agreement; and Collateral; (cg) Transfer record ownership Sell or dispose of the Collateral to Creditor at either public or its nominee and receive, endorse and give receipt forprivate sales, or collect both, by legal proceedings way of one or otherwisemore contracts or transactions, dividends for cash or on terms, in such manner and at such places (including Borrower's premises) as is commercially reasonable in the opinion of Bank. It is not necessary that the Collateral be present at any such sale; (h) Bank shall give the Borrower and each holder of a security interest in the Collateral who has filed with Bank a written request for notice, a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other distributions disposition other than a public sale is to be made or paid with respect to of the Collateral, but only if there exists at the time an outstanding event of default under on or after which the private sale or other disposition is to be made. The notice shall be personally delivered or mailed, postage prepaid, to Borrower as provided in Section 9 13.3 of this Agreement, at least five (5) calendar days before the date fixed for the sale, or at least live (5) calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value. Any action Notice to parties other than Borrower claiming an interest in the Collateral shall be sent to such addresses as they have furnished to Bank. If the sale is to be a public sale, Bank shall also give notice of the time and place by Creditor pursuant publishing a notice one time at least live (5) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to the provisions of this Section 3 be held; (i) Bank may be taken without notice to Borrower. credit bid and purchase at any public sale; (j) Borrower shall pay all Bank Expenses reasonably incurred in connection with such action shall be payable Bank's enforcement and exercise of any of Bank's rights and remedies as herein provided, whether or not suit is commenced by the Borrower and form part Bank; (k) Any deficiency which exists after disposition of the indebtedness secured hereunderCollateral as provided above will be paid immediately by Borrower. Any excess will be returned, without interest and subject to the rights of third parties, to Borrower by Bank, or, in Bank's discretion, to any party who Bank believes, in good faith, is entitled to such excess; (l) Bank is hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining it pertains to the Collateral or any disposition thereof, and Borrower's rights under all general intangibles, licenses and franchise agreements shall be delivered inure to Bank's benefit, and Bank shall have the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its right and power to enter into sublicense agreements with respect to all such rights and powers under this Section 3 shall be applied with third parties on terms acceptable to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the BorrowerBank.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise at any time and from time to time one or more of the following rights and powers with respect to any or all of the Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 8, discretion other property of the Borrower undersigned in exchange for all or part of the Collateral and release Collateral to the Borrower undersigned to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreementagreement; and and (c) Transfer transfer record ownership of the Collateral to Creditor the Company or its nominee 6 and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but provided and only if there exists at the time an outstanding event of default under Section 9 paragraph 7 of this Agreementagreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 paragraph 2 may be taken without notice to Borrowerthe undersigned. Expenses reasonably incurred in connection with such action shall be payable by the Borrower undersigned and form part of the indebtedness secured hereunder, hereunder as provided in Section 11paragraph 9. So long as there exists no event of default under Section 9 paragraph 7 of this Agreementagreement, Borrower the undersigned may exercise all Member rights to determine when to purchase the Common Stock of the Company subject to the Common Stock Options and all stockholder voting rights rights, and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreementagreement, all proxy statements and other Member stockholder materials pertaining to the Collateral shall be delivered to the Borrower undersigned at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 paragraph 2(c) above shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrowerundersigned.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept in its discretion, but subject to the applicable limitations of Section 87, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement, including, but not limited to, the filing of UCC-1 Financing Statements; and and (c) Transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 8 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 2 may be taken without notice to the Borrower. The Borrower hereby appoints the [Secretary] of the Company as its attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower, in the event of an event of default to take any action and execute any instrument as the [Secretary] may deem necessary to accomplish the purposes of this Agreement. Expenses reasonably incurred in connection with such action (including reasonable attorneys fees) shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 119. So long as there exists no event of default under Section 9 8 of this Agreement, the Borrower may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 2 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor The Secured Party may, without obligation to do so, exercise any one or more of the following rights and powers with respect to the Collateral: Collateral directly or by written notice to the Escrow Holder: (ai) Accept in its discretion, but subject to the applicable limitations of Section 811.2(e) hereof, other property of the Borrower Pledgor in exchange for all or part of the Collateral and release the Collateral to the Borrower Pledgor to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Secured Party or the Escrow Holder as substitute security for the Note and all other indebtedness secured hereunder; Secured Obligations; (bii) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and ; (ciii) Transfer If there is an Event of Default, transfer record ownership of the Collateral to Creditor the Secured Party (or cancel Pledged Shares, as the case may be) or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event ; and (iv) Any and all other rights or remedies of default under Section 9 of this Agreementa secured party as otherwise provided herein. Any action by Creditor the Secured Party or the Escrow Holder pursuant to the provisions of this Section 3 Subsection (c) may be taken without notice to BorrowerPledgor. Expenses reasonably incurred in connection with such action shall be payable by the Borrower Pledgor and form part of the indebtedness secured hereunder, as provided in Section 11Secured Obligations. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and Neither the Secured Party nor the Escrow Holder shall be entitled obligated to receive take any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining action with respect to the Collateral shall be delivered to requested by Pledgor unless the Borrower at request is made in writing and the address indicated belowSecured Party determines that the requested action will not unreasonably jeopardize the value of the Collateral as security for the Secured Obligations. Any cash sums that Creditor the Secured Party may receive in the exercise of its rights and powers under this Section 3 Subsection (c) shall be applied to the payment of the Note and any other indebtedness secured hereunderSecured Obligations, in such order of application, application as Creditor the Secured Party deems appropriate. Any remaining cash shall be paid over to the BorrowerPledgor.

Rights and Powers. Creditor The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept in its discretion, but subject to the applicable limitations of Section 87, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; ; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and and (c) Transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 8 of this Agreement. Any action by Creditor the Company pursuant to the provisions of this Section 3 2 may be taken without notice to the Borrower. Expenses Any costs or expenses (including attorneys’ fees) reasonably incurred in connection with any such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 1110. So As long as there exists no event of default under Section 9 8 of this Agreement, the Borrower may exercise all Member stockholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member stockholder materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below; provided, however, that if an event of default has occurred hereunder and is continuing, any or all Collateral may be registered, without notice, in the name of the Company or its nominee, and thereafter the Company or its nominee may exercise, without notice, all voting and corporate rights at any meeting of the stockholders of the Company, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to the Collateral, all as if the Company were the absolute owner thereof. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 2 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrower.

Rights and Powers. Creditor The Company may, without obligation to do so, ----------------- exercise one or more of the following rights and powers with respect to the Collateral: : (a) Accept accept in its discretion, but subject to the applicable limitations of Section 8paragraphs 6(a) and 6(c), other property of the Borrower undersigned in exchange for all or part of the Collateral and release Collateral to the Borrower undersigned to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor Company as substitute security for the Note and all other indebtedness secured hereunder; and (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer transfer record ownership of the Collateral to Creditor the Company or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but provided and only if there exists at the time an -------------------- outstanding event of default under Section 9 paragraph 7 of this Agreement. Any The Company will notify the undersigned of any action taken by Creditor the Company pursuant to the provisions of this Section 3 may be taken without notice to Borrowerparagraph 2. Expenses reasonably incurred in connection with such action shall be payable by the Borrower undersigned and form part of the indebtedness secured hereunder, hereunder as provided in Section 11paragraph 9. So long as there exists no event of default under Section 9 paragraph 7 of this Agreement, Borrower the undersigned may exercise all Member shareholder voting rights and be entitled to receive any and all regular cash distributions dividends paid on the in Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member shareholder materials pertaining to the Collateral shall be delivered to the Borrower undersigned at the address indicated below. Any cash sums that Creditor the Company may receive in the exercise of its rights and powers under this Section 3 paragraph 2(a) above shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, application as Creditor the Company deems appropriate. Any remaining cash shall be paid over to the Borrowerundersigned.

Rights and Powers. Creditor may(a) Each Agent, to the extent each such Person is also a Lender, shall have the same rights and powers under the Credit Documents as any other Lender and may exercise or refrain from exercising such rights and power as though it were not an Agent, and each Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Company or any of its Subsidiaries or Affiliates as if it were not an Agent under the Credit Documents. The term “Lender” as used in all Credit Documents, unless the context otherwise clearly requires, includes, to the extent such Person is also a Lender hereunder, each Agent in its individual capacity as a Lender. In addition to any other rights and remedies granted to each Agent and the Lenders in the Credit Documents, each Agent on behalf of the Lenders and other Secured Parties may exercise all rights and remedies of a secured party under the Uniform Commercial Code or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without obligation demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or any notice required by any Credit Document) to or upon any Credit Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Company on behalf of itself and its Subsidiaries), may in such [Senior Secured Revolving Credit Agreement] circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Credit Party of any cash collateral arising in respect of the Collateral on such terms as any Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to do soany of the foregoing), exercise in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. Any Agent or any Lender shall have the following rights and powers with respect right upon any such public sale or sales, and, to the Collateral: (a) Accept in its discretionextent permitted by law, but subject upon any such private sale or sales, to purchase the applicable limitations of Section 8, other property of the Borrower in exchange for all whole or any part of the Collateral so sold, free of any right or equity of redemption in any Credit Party, which right or equity is hereby waived and release released by the Company on behalf of itself and its Subsidiaries. The Company further agrees on behalf of itself and the other Credit Parties, at the Administrative Agent’s or other applicable Agent’s reasonable request, to assemble the Collateral and make it available to the Borrower applicable Agent at places which such Agent shall reasonably select, whether at the premises of the Company, another Credit Party or elsewhere. The Administrative Agent or other applicable Agent shall apply the net proceeds of any action taken by it pursuant to this Article 10, after deducting all reasonable and documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Agents and the Lenders hereunder, including reasonable attorneys’ fees and disbursements (subject to the limitations set forth in Section 11.14), to the payment in whole or in part of the obligations of the Credit Parties under the Credit Documents (in any such case, to the extent necessary such amounts were required to effect such exchange, and in such event the money, property be paid or securities received in the exchange shall be held reimbursed by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor any Credit Party pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunderCredit Documents), in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of applicationany other amount required by any provision of law, including Section 9-615(a)(3) of the Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Credit Party. To the extent permitted by applicable law, the Company on behalf of itself and the other Credit Parties waives all Liabilities it may acquire against any Agent arising out of the exercise by them of any rights hereunder, in any such case, except to the extent arising out of such Person’s gross negligence, willful misconduct, violation of law or willful breach of its obligations hereunder or under any other Credit Document, as Creditor deems appropriatedetermined pursuant to a judgment of a court of competent jurisdiction. Any remaining cash If any notice of a proposed sale or other Disposition of Collateral shall be paid over to the Borrowerrequired by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other Disposition.