Common use of Rights and Remedies Upon Default Clause in Contracts

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Parties shall have the right to exercise all of the remedies conferred hereunder and under the Loan Agreement, and the Secured Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest and Additional Lenders’ Interests, the Secured Parties shall have the following rights and powers: (a) The Secured Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably select, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Obligor, which are hereby waived and released.

Rights and Remedies Upon Default. (a) Upon the occurrence of any Event of Default and at any time thereafter, the Secured Parties Parties, acting through the Collateral Agent, shall have the right to exercise all of the remedies conferred hereunder and under the Loan AgreementPurchase Agreement and the Notes, and the Secured Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the Collateral Agent, for the benefit of the Secured Parties Parties, shall have the following rights and powers: (ai) take 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 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) The Secured Parties Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any personPerson, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and require that Debtor to, and each Debtor hereby agrees that it will at its expense and upon request of the Obligor shall Collateral Agent forthwith, assemble the Collateral and make it available to the Secured Parties Collateral Agent at places which the Secured Parties Collateral Agent shall reasonably select, whether at the ObligorDebtor's premises or elsewhere, and make available to the Secured PartiesCollateral Agent, without rent, all of the ObligorDebtor’s respective premises and facilities for the purpose of the Secured Parties Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (biii) The Collateral Agent shall have the right 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 Collateral 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 Collateral Agent may deem commercially reasonable or (B) lease, license or otherwise dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Debtor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by Law, at least three (3) days’ prior notice to the applicable Debtor 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 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 Debtor hereby waives any claims against each Secured Parties 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 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 Debtor may have to require that all or any part of the Collateral be marshaled upon any sale (public or private) thereof. Each Debtor hereby acknowledges that (i) any such sale 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 each Secured Party) 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. (iv) Upon notice to the Debtor by Collateral Agent, all rights of Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Collateral Agent shall have the right to receive, for the benefit of the Secured Parties, any interest, cash dividends or other payments on the Collateral and, at the option of Collateral Agent, to exercise in such Collateral Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Collateral Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries. (v) The Collateral Agent shall have the right to operate the business of the Obligor Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties Collateral Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor any Debtor or right of redemption of the Obligora Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Collateral Agent, for the benefit of the Secured Parties Parties, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Obligorany Debtor, which are hereby waived and released. (vi) The Collateral Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts to make payments directly to the Collateral Agent, on behalf of the Secured Parties, and to enforce the Debtor’s rights against such account debtors and obligors. Anything herein to the contrary notwithstanding, each Debtor shall remain liable under each of the accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Unless the Collateral Agent has expressly in writing assumed the obligations and liabilities with respect thereto, and released the Debtors therefrom, neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Debtor under or pursuant to any account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (v) The Collateral Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial intermediary or any other Person or entity holding any investment property to transfer the same to the Collateral Agent, on behalf of the Secured Parties, or its designee and all Proceeds received by any Debtor consisting of cash, checks and other near cash items shall be held by such Debtor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Debtor, and shall, forthwith upon receipt by such Debtor, be turned over to the Collateral Agent in the exact form received by such Debtor (duly endorsed by such Debtor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Debtor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied. (vi) The Collateral Agent may upon written notice to any Debtor, (A) require such Debtor to cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice, (B) 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 Collateral Agent shall in its sole discretion determine, and (C) execute and deliver on behalf of a Debtor, 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.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default that remains continuing and at any time thereafter, the Secured Parties Collateral Agent shall have the right to exercise all of the remedies conferred hereunder and under the Loan Agreementhereunder, and the Secured Parties Collateral Agent shall have all the rights and remedies of a secured party Collateral Agent under the UCC and/or any other applicable law or in equity (including including, without limitation, the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the Secured Parties Collateral Agent shall have the following rights and powers: (a) The Secured Parties Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor Debtor shall assemble the Collateral and make it available to the Secured Parties Collateral Agent at places which the Secured Parties Collateral Agent shall reasonably select, whether at the Obligor's Company’s premises or elsewhere, and make available to the Secured PartiesCollateral Agent, without rent, all of the ObligorCompany’s respective premises and facilities for the purpose of the Secured Parties Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties Collateral Agent shall have the right to operate the business of the Obligor Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties Collateral Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor Company or right of redemption of the ObligorCompany, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties Collateral Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorCompany, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Parties shall have the right to exercise all of the remedies conferred hereunder and under the Loan AgreementDebentures, and the Secured Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the Secured Parties shall have the following rights and powers: (a) The Secured Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor Debtor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably select, whether at the Obligor's Debtor’s premises or elsewhere, and make available to the Secured Parties, without rent, all of the ObligorDebtor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor Debtor or right of redemption of the Obligora Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorDebtor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence It shall be an “Event of Default” hereunder if any Event of Default (as defined in the Note Agreement) shall occur. If any Event of Default shall have occurred and at any time thereafterbe continuing, the Secured Parties Collateral Agent shall have the right following rights and remedies as set forth in this Section 8: (a) The Collateral Agent may exercise, in addition to exercise all of other rights and remedies granted to it under this Agreement, the remedies conferred hereunder Note Agreement, the Subsidiary Guaranty Agreement, the other Transaction Documents and under the Loan Agreementany other instrument or agreement securing, and evidencing or relating to the Secured Parties shall have Obligations, all the rights and remedies of a secured party under the UCC and/or and other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event, the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other applicable law Person (including the Uniform Commercial Code all and each of any jurisdiction in which any Collateral is then located). Subject only demands, advertisements and notices are hereby expressly waived to the Xxxxxxxxx Interest maximum extent permitted by the UCC and Additional Lenders’ Interestsother applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the Secured Parties shall have manner provided herein) the following rights Collateral, and powers: (a) The Secured Parties shall have in connection with the right to take possession liquidation of the Collateral andand collection of the accounts receivable pledged as Collateral, for that purposeuse any Trademark, enterCopyright, with the aid or process used or owned by such Grantor, and assistance of any person(ii) forthwith collect, any premises where receive, appropriate and realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably selectlease, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker’s board or stipulationsat any of the Collateral Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. To the extent any Grantor has the right to do so, such Grantor authorizes the Collateral Agent, on the terms set forth in this Section 8, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contact, or compromise any encumbrance, charge, or lien which, in the opinion of the Collateral Agent, appears to be prior or superior to its security interest. The Collateral Agent or any Secured Party shall have the right, upon any such parcel public sale or parcels sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at the Collateral Agent’s request, to assemble its Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such time Grantor’s premises or times elsewhere. The Collateral Agent and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonableshall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 8(h), below, with each Grantor remaining jointly and severally liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all without claims, damages, and demands against the Collateral Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral. Each Grantor agrees that the Collateral Agent need not give more than ten (except as 10) days’ notice (which notification shall be required by applicable statute and cannot be waiveddeemed given if sent in accordance with Section 12(a)) advertisement or demand upon or notice to the Obligor or right of redemption of the Obligor, time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, insufficient to pay all amounts to which the Collateral Agent and the Secured Parties are entitled from such Grantor, such Grantor also being liable for the attorneys’ fees and expenses of any attorneys employed by the Collateral Agent or any Secured Party to collect such deficiency. (b) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (as so amended the “Act”), the Collateral Agent may, unless prohibited in its discretion (subject only to applicable Requirements of Law), sell such Collateral or any part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem desirable, but subject to the other requirements of this Section 8(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event, the Collateral Agent may, in its sole discretion: (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 8(b), if any of such Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Collateral Agent may, in its sole discretion, deem desirable in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (c) Each Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent nor any Secured Party be liable nor accountable to such Grantor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (d) Each Grantor also agrees to pay all fees, costs, and reasonable expenses of the Collateral Agent or any of the Secured Parties, including reasonable attorneys’ fees and expenses, incurred in connection with the enforcement of any of its rights and remedies hereunder. (e) Upon the Collateral Agent’s request, each Grantor agrees that it will promptly execute assignments of its entire right, title and interest in and to each its Patents, Trademarks, Copyrights, and Licenses. Such assignments shall be in form and content which is recordable in the United States Patent and Trademark Office or Copyright Office, or in any similar office or agency of the United States of America, any State thereof or any other country or other foreign jurisdiction, as applicable, and otherwise reasonably acceptable to the Collateral Agent. (f) Except as otherwise expressly permitted herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral. (g) Each Grantor agrees that a breach of any covenants contained in this Section 8 will cause irreparable injury to the Collateral Agent, on behalf of itself and the Secured Parties, that in such event the Collateral Agent and the Secured Parties would have no adequate remedy at law which canin respect of such breach and, as a consequence, agrees that in such event each and every covenant contained in this Section 8 shall be specifically enforceable against such Grantor, and each Grantor hereby waives and agrees not be waivedto assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable. (h) The Proceeds of any sale, purchase disposition or other realization upon all or any part of the Collateral being soldshall be distributed by the Collateral Agent in the following order of priorities: First, free from to the Collateral Agent in an amount sufficient to pay in full the costs payable hereunder of the Collateral Agent in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and discharged advances incurred or made by the Collateral Agent in connection therewith, including reasonable attorneys’ fees and expenses; Second, to the Secured Parties in an amount sufficient to pay in full the reasonable costs of the Secured Parties in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by the Secured Parties in connection therewith, including reasonable attorneys’ fees and expenses; Third, to the Secured Parties in an amount equal to the then unpaid principal of and accrued interest, premium, non-usage and all other fees and charges payable on the Secured Obligations; Fourth, to the Secured Parties in an amount equal to any other Secured Obligations under any of the Transaction Documents which are then unpaid; Fifth, upon payment in full of all trusts, claims, right of redemption and equities of the ObligorSecured Obligations, which are hereby waived to the Second Priority Representative (as defined in the Intercreditor Agreement) in accordance with the terms of and releasedto the extent provided in the Intercreditor Agreement; and Finally, to the Grantors or their representatives according to their interests or as a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. Upon occurrence of (A) If any Event of Default shall occur and at any time thereafterbe continuing, Lenders may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Secured Parties shall have MNB Merchant Agreement, the right to exercise all of the remedies conferred hereunder other Loan Documents and under the Loan Agreementany other instrument or agreement securing, and evidencing or relating to the Secured Parties shall have Obligations, all the rights and remedies of a secured party under the UCC and/or UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Lenders, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other applicable law person (including the Uniform Commercial Code all and each of any jurisdiction in which any Collateral is then located). Subject only demands, advertisements and notices are hereby expressly waived to the Xxxxxxxxx Interest maximum extent permitted by the UCC and Additional Lenders’ Interestsother applicable law), the Secured Parties shall have the following rights may forthwith collect, receive, appropriate and powers: (a) The Secured Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably selectlease, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker's board or stipulationsat any of Lenders' offices or elsewhere at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Lenders' request, to assemble the Collateral and make it available to Lenders at places which Lenders shall reasonably select, whether at Grantor's premises or elsewhere. Lenders shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in SECTION 7.1(D) hereof, Grantor remaining liable for any deficiency remaining unpaid after such parcel or parcels and at such time or times and at such place or placesapplication, and upon only after so paying over such terms net proceeds and conditions after the payment by Lenders of any other amount required by any provision of law, including Section 9-504(1)(c) of the UCC, need Lenders account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the Secured Parties may deem commercially reasonable, all without gross negligence or willful misconduct of Lenders. Grantor agrees that Lenders need not give more than ten (except as 10) days' notice (which notification shall be required deemed given if given in accordance with SECTION 9.3 of the Reimbursement Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lenders are entitled, Grantor also being liable for the reasonable fees of any attorneys employed by Lenders to collect such deficiency. (B) Grantor also agrees to pay all fees, costs and expenses of Lenders, including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. (C) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable statute and cannot be waivedlaw) advertisement of any kind in connection with this Security Agreement or demand upon or notice to the Obligor or right any Collateral. (D) The Proceeds of redemption of the Obligor, which are hereby expressly waived. Upon each such any sale, lease, assignment disposition or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase realization upon all or any part of the Collateral being soldshall be distributed by Lenders in the following order of priorities: FIRST, free from to Lenders in an amount sufficient to pay in full the reasonable costs of Lenders in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and discharged advances incurred or made by Lenders in connection therewith, including, without limitation, reasonable attorneys' fees; SECOND, to Lenders in an amount equal to the then unpaid principal of and accrued interest and prepayment premiums, if any, on the Secured Obligations; THIRD, to Lenders in an amount equal to any other Secured Obligations which are then unpaid; and FINALLY, upon payment in full of all trusts, claims, right of redemption and equities of the ObligorSecured Obligations, which are hereby waived and releasedto Grantor or its representatives or as a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. Upon occurrence of (a) Borrower agrees that, if any Event of Default and at any time thereafter, the Secured Parties shall have the right occurred and is continuing, then and in every such case, Lender, in addition to exercise all of the remedies conferred hereunder and any rights now or hereafter existing under the Loan Agreementapplicable law, and the Secured Parties upon written notice to Borrower, shall have all the rights and remedies of as a secured party creditor under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest all relevant jurisdictions and Additional Lenders’ Interests, the Secured Parties shall have the following rights and powersmay: (ai) The Secured Parties shall have the right to take personally, or by agents or attorneys, immediately retake possession of the Pre-Approval Collateral andand the First Year Sales Collateral, for that purposeas applicable, enteror any part thereof; (ii) instruct the obligor or obligors on any agreement, with instrument or other obligation constituting the aid Pre-Approval Collateral and assistance the First Year Sales Collateral, as applicable, to make any payment required by the terms of any personsuch instrument or agreement directly to Lender; (iii) sell, assign or otherwise liquidate, or direct Borrower to sell, assign or otherwise liquidate, any premises where or all of the Pre- Approval Collateral and the First Year Sales Collateral, as applicable, or any part thereof, and take possession of the proceeds of any such sale or liquidation; (iv) take possession of the Pre-Approval Collateral and the First Year Sales Collateral, as applicable, or any part thereof by directing Borrower in writing to deliver the same to Lender at any place or places designated by Lender; it being understood that Borrower's obligation so to deliver the Pre-Approval Collateral and the First Year Sales Collateral, as applicable, is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, Lender shall be entitled to a decree requiring specific performance by Lender of said obligation; (v) until the Pre-Approval Obligations are paid in full, or may be placed released in accordance with the Loan Agreement, notify licensees or assignees under the License Agreement in respect of rights relating to the Product in the Territory, or any license, sublicense or assignment pursuant thereto, to make payments thereunder (including royalty payments) directly to Lender; and (vi) until the Pre-Approval Obligations are paid in full, or released in accordance with the Loan Agreement, to transfer the Regulatory Collateral into Lender's name and remove otherwise act with respect thereto as the sameoutright owner thereof, and to complete and submit the Obligor shall assemble the Collateral and make it available Lender NDA Letter to the Secured Parties at places which the Secured Parties shall reasonably select, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable formFDA. (b) The Secured Parties Notwithstanding the foregoing, Lender shall refrain from exercising its rights and remedies under Sections 15(a)(iii), (iv) and (vi) above and Section 10 above with respect to (but only with respect to) the Regulatory Collateral until the earlier of the date (the "Reconveyance Date") which is (i) [*] days after the date on which the Event of Default under the Loan Agreement shall have occurred, (ii) the right to operate the business date on which an Event of Default under Section 7.01(f) of the Obligor using Loan Agreement shall have occurred, or (iii) the date on which an Event of Default under Section 7.01(g) of the Loan Agreement shall have occurred. If Borrower irrevocably pays and satisfies the Pre-Approval Obligations prior to the Reconveyance Date, then (x) Lender will execute and deliver to Borrower a proper instrument in order to duly transfer to Borrower such of the Regulatory Collateral as may be in the possession of Lender and (y) Borrower shall be entitled to complete and submit the Borrower NDA Letter to the FDA. Prior to the Reconveyance Date, Lender shall not, except as required by applicable laws or regulations, communicate with the FDA regarding the Regulatory Collateral, except through Borrower. If prior to the Reconveyance Date Lender is required by applicable law or regulations to communicate with the FDA regarding the Regulatory Collateral, Lender shall promptly notify Borrower of the nature and content thereof and Lender shall reasonably cooperate with Borrower, at Borrower's expense, in all proper respects in all regulatory matters relating to the Regulatory Collateral. (c) Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred by or on behalf of Lender (a) in enforcing the Obligations, and (b) in connection with the taking, holding, preparing for sale or other disposition, selling, managing, collecting, or otherwise disposing of the Collateral. All of such costs and expenses (collectively, the "Liquidation Costs") together with interest thereon at the interest rate specified in the Notes, from the date of payment until repaid in full, shall be paid by Borrower to Lender on demand and shall have the right to assign, sell, lease or otherwise dispose of constitute and deliver all or any become a part of the Collateral, at public or private Obligations secured hereby. Any proceeds of sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part disposition of the Collateral being soldwill be applied by Lender to the payment of Liquidation Costs, free from and discharged any balance of all trusts, claims, right of redemption and equities such proceeds will be applied by Lender to the payment of the Obligorremaining Obligations in such order and manner of application as Lender may determine. Borrower hereby grants to Lender, which are hereby waived as security for the full and releasedpunctual payment and performance of the Obligations, a continuing security interest in and lien on all now or hereafter existing balances, credits, accounts, deposits, and all other sums credited by, maintained with, or due from Lender or any affiliate of Lender to Borrower; and regardless of the adequacy of any Collateral or other means of obtaining repayment of the Obligations, Lender may at any time and without notice to Borrower set off the whole or any portion or portions of any or all such balances, credits, accounts, deposits, and other sums against any and all of the Obligations.

Rights and Remedies Upon Default. Upon occurrence of any Event of the above Events of Default and at any time thereafter, the Secured Parties as long as any such Event of Default shall have the right to continue, JNC may exercise any and all of the rights and remedies conferred hereunder and under any of the Loan AgreementJNC Transaction Documents, including, without limitation, the right, to accelerate payment under any or all Debentures, and the Secured Parties JNC shall have all the rights and remedies of a secured party under the UCC and/or any and shall further have, in addition to all other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest rights and Additional Lenders’ Interestsremedies provided herein or by law, the Secured Parties shall have the following rights and powers: (a) The Secured Parties shall have a. JNC may enter upon the right to premises where any of the Collateral may be located, and take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, and demand and receive reconveyance of the Collateral from any person who has possession thereof, and JNC may take such measures as may be necessary or proper for the care or protection of the value thereof, including the right to remove, keep and/or store all or any part portion of the Collateral or put a custodian in charge thereof; and/or b. At JNC's request, is or may be placed and remove the same, and the Obligor Company shall assemble the Collateral and make it available to the Secured Parties JNC at places which the Secured Parties JNC shall reasonably select, whether at the ObligorCompany's premises or elsewhere, and make available to the Secured PartiesJNC, without rent, all of the Obligor’s respective Company's premises and facilities for the purpose of the Secured Parties JNC taking possession of, removing or putting the Collateral in saleable or disposable form.; and/or (b) The Secured Parties shall have the right c. With or without taking possession, JNC may sell or cause to operate the business be sold, at any time, and from time to time, as JNC may determine, any of the Obligor using the Collateral and shall have the right to assignin its entirety or in parcels, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, either at public or private sale or otherwisesale, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times price and at such place or places, and upon on such terms and conditions as the Secured Parties JNC may deem commercially reasonablebest, at which sale JNC may bid and purchase to the extent permitted by law, as now or hereinafter in effect, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor Company or right of redemption of the ObligorCompany, which are hereby expressly waived. The Company shall have no right of redemption subsequent to any such sale, and hereby expressly waives any such right. JNC shall apply the proceeds of any such sale or sales first to the expenses incident thereto, including reasonable attorneys' fees, and next to the full and complete satisfaction of all of the Obligations. The Company shall remain fully liable to JNC for any deficiency which may exist after any such sale or sales and the application of the proceeds thereof in accordance herewith. Any purchaser at any such sale or sales (including without limitation JNC) shall thereafter hold any of the Collateral so purchased absolutely free from any claim or right of any nature whatsoever by any other person or entity (including without limitation the Company); and/or i. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties JNC may, unless prohibited by applicable law statute which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorCompany, which are hereby waived and released. ii. The proceeds of any such sale, lease, or other disposition of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing, and preparing for sale, selling, and the like, and to the reasonable attorneys' fees and expenses incurred by JNC, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which JNC shall pay to the Company any surplus proceeds. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which JNC is legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the "Default Rate"), and the reasonable fees of any attorneys employed by JNC to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against JNC arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of JNC. d. Upon the occurrence and during the continuance of an Event of Default, JNC shall have the right to send notice of the assignment granted herein and the security interest created hereunder to any account debtors of the Company or any other persons obligated on, holding or otherwise concerned with, any of the receivables, may demand that monies due or to become due be paid to JNC and thereafter, JNC shall have the sole right to collect the receivables and all books and records relating thereto; and/or e. JNC may institute any proceeding at law, in equity, or otherwise in order to foreclose upon the Collateral or any part thereof. To the extent permitted by law, any sale thereof shall be held in the same manner, with the same effect and subject to the same terms and conditions as specified in paragraph (c) of this Section 8. JNC may, in the exercise of its sole and absolute discretion, from time to time, at any time and in any order, choose to institute a proceeding for foreclosure on some portion of the Collateral and/or a sale under paragraphs (c) or (d) on other portions of the Collateral, without being deemed to have made an election of remedies or to have waived any other rights or remedies, and without in any other way limiting any remedies or rights which it may otherwise have; and/or f. In its name or in the name of the Company or otherwise, JNC may demand, sue for, collect, xx receive any money or property at any time payable or receivable on account of or in exchange for or make any compromise or settlement deemed desirable with respect to, any of the Collateral, but shall be under no obligation to do so, and JNC may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any of the Collateral, without thereby incurring responsibility to, or discharging or otherwise affecting any liability of, the Company or in any other way limiting any remedies or rights which JNC may otherwise have; and/or g. JNC may, in the event JNC takes possession of the Collateral pursuant to the exercise of any right or remedy provided for hereunder or by law, any insurance policy owned by the Company, together with any unearned or prepaid premium thereon, shall, at the option of JNC, be assigned by the Company to, and become the sole property of JNC, provided that the amount of any such unearned or prepaid premium is thereupon applied to the payment or satisfaction of the Obligations.

Rights and Remedies Upon Default. Upon occurrence of (a) If any Event of Default shall occur and at any time thereafterbe continuing, Secured Parties or Agent may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Secured Parties shall have the right to exercise all of the remedies conferred hereunder and under the Loan Credit Agreement, and the Secured Parties shall have other Loan Documents, all the rights and remedies of a secured party under the UCC and/or UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other applicable law person (including the Uniform Commercial Code all and each of any jurisdiction in which any Collateral is then located). Subject only demands, advertisements and notices are hereby expressly waived to the Xxxxxxxxx Interest maximum extent permitted by the UCC and Additional Lenders’ Interestsother applicable law), the Secured Parties shall have the following rights may forthwith collect, receive, appropriate and powers: (a) The Secured Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably selectlease, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker’s board or stipulationsat any of Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. Secured Parties and Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at places which Agent shall reasonably select, whether at Grantor’s premises or elsewhere. If any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, the Agent shall have the right, at its option, to do such rebuilding, repairing, preparation, processing or completion of manufacturing, for the purpose of putting the Collateral in such parcel salable or parcels disposable form as it shall deem appropriate. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 7(d) hereof, Grantor remaining liable with respect to its Obligations to the extent of any deficiency between the amount of the proceeds of the Collateral granted by it hereunder and at the aggregate amount of such time or times and at such place or placesObligations, and upon only after so paying over such terms net proceeds and conditions after the payment by Agent of any other amount required by any provision of law, including any applicable provision of Article 9 of the UCC, need Agent account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Parties and Agent arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Secured Parties or Agent. Grantor agrees that Agent need not give more than ten (10) days’ notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at its address referred to on the signature page of the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Secured Parties and Agent are entitled, Grantor also being liable for the reasonable fees of any attorneys employed by Secured Parties and Agent to collect such deficiency. (b) Grantor also agrees to pay all out-of-pocket expenses incurred by the Secured Parties may deem commercially reasonable(including the fees, all without charges and disbursements of any counsel for the Secured Parties), in connection with the enforcement or protection of its rights in connection with this Security Agreement. (except as shall be required c) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable statute and cannot be waivedlaw) advertisement of any kind in connection with this Security Agreement or demand upon or notice to the Obligor or right any Collateral. (d) The proceeds of redemption of the Obligor, which are hereby expressly waived. Upon each such any sale, lease, assignment disposition or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase realization upon all or any part of the Collateral being soldshall be distributed by Agent, free from and discharged on behalf of Secured Parties, in the order set forth in Section 8.03 of the Credit Agreement. (e) To the extent permitted by applicable law, Grantor waives all trusts, claims, right of redemption damages and equities demands against the Agent and Secured Parties arising out of the Obligorrepossession, which removal, retention, sale or lease of the Collateral except to extent the same claims, damages and demands are hereby waived and releaseddue to Agent or Secured Parties’ gross negligence or willful misconduct.

Rights and Remedies Upon Default. Upon occurrence of (a) If any Event of Default or Potential Event of Default shall occur, Banks or Agent may exercise in addition to all other rights and at any time thereafterremedies granted to it under this Security Agreement, the Secured Parties shall have Credit Agreement, the right to exercise all of the remedies conferred hereunder other Loan Documents and under the Loan Agreementany other instrument or agreement securing, and evidencing or relating to the Secured Parties shall have Obligations, all the rights and remedies of a secured party under the UCC and/or UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other applicable law person (including the Uniform Commercial Code all and each of any jurisdiction in which any Collateral is then located). Subject only demands, advertisements and notices are hereby expressly waived to the Xxxxxxxxx Interest maximum extent permitted by the UCC and Additional Lenders’ Interestsother applicable law), the Secured Parties shall have the following rights may forthwith collect, receive, appropriate and powers: (a) The Secured Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably selectlease, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker’s board or stipulationsat any of Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. Banks and Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at places which Agent shall reasonably select, whether at Grantor’s premises or elsewhere. If any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, the Agent shall have the right, at its option, to do such rebuilding, repairing, preparation, processing or completion of manufacturing, for the purpose of putting the Collateral in such parcel salable or parcels disposable form as it shall deem appropriate. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 7(d) hereof, Grantor remaining liable with respect to its Loan Document Obligations and at Hedging Obligations to the extent of any deficiency between the amount of the Proceeds of the Collateral granted by it hereunder and the aggregate amount of such time or times and at such place or placesObligations, and upon only after so paying over such terms net proceeds and conditions after the payment by Agent of any other amount required by any provision of law, including any applicable provision of Article 9 of the UCC, need Agent account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Banks and Agent arising out of the repossession, retention or sale of the Collateral except such as arise out of the Secured Parties may deem commercially reasonable, all without gross negligence or willful misconduct of Banks or Agent. Grantor agrees that Agent need not give more than ten (except as 10) days’ notice (which notification shall be required deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at its address referred to on the signature page of the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Banks and Agent are entitled, Grantor also being liable for the reasonable fees of any attorneys employed by Banks and Agent to collect such deficiency. (b) Grantor also agrees to pay all fees, costs and expenses of Banks and Agent, including, without limitation, reasonable attorneys’ fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. (c) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable statute and cannot be waivedlaw) advertisement of any kind in connection with this Security Agreement or demand upon or notice to the Obligor or right any Collateral. (d) The Proceeds of redemption of the Obligor, which are hereby expressly waived. Upon each such any sale, lease, assignment disposition or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase realization upon all or any part of the Collateral being soldshall be distributed by Agent, free from on behalf of Banks, in the following order of priorities: First, to Agent in an amount sufficient to pay in full the reasonable costs of Agent in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and discharged advances incurred or made by Agent in connection therewith, including, without limitation, the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the reasonable attorneys’ fees and legal expenses incurred by the Agent; Second, to Agent, for disbursement to Banks ratably according to Bank’s pro rata share of the sum of (i) the principal amount outstanding under all Loans advanced by Banks under the Credit agreement and (ii) the dollar value of the exposure of Banks under any Hedging Agreements, for payment of the Secured Obligations; and Finally, upon payment in full of all trustsof the Secured Obligations, to Grantor or its representatives or as a court of competent jurisdiction may direct. (e) To the extent permitted by applicable law, Grantor waives all claims, right of redemption damages and equities demands against the Agent and Banks arising out of the Obligorrepossession, which removal, retention, sale or lease of the Collateral except to extent the same claims, damages and demands are hereby waived and releaseddue to Agent or Banks’ willful misconduct.

Rights and Remedies Upon Default. Upon occurrence of any and after an Event of Default and at any time thereafterDefault, the Secured Parties Lenders shall have the following rights and remedies, all of which may be exercised with or without notice to Borrower: (a) To exercise all rights and remedies provided to Lenders under the Purchase Agreement upon the occurrence of an "Event of Default" under the Purchase Agreement, including the right to exercise all of declare the remedies conferred hereunder and under the Loan AgreementLoan, and all other amounts, liabilities, obligations and indebtedness and have the Secured Parties shall have all same become, immediately due and payable; (b) All of the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of the state where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive in addition to any jurisdiction other rights and remedies contained in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest and Additional Lenders’ Intereststhis Agreement, the Secured Parties shall have the following rights and powers: (a) The Secured Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralPurchase Agreement, or any part thereofother documents, is certificates or may be placed agreements delivered by Borrower in connection with the Purchase Agreement (collectively, the "Loan Documents"); and (c) The right to foreclose the liens and remove the samesecurity interests created under this Security Agreement by any available judicial procedure or, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably select, whether at the Obligor's premises or elsewhere, and make available to the Secured Partiesextent permitted by law, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable formjudicial process. (bd) The Secured Parties Without limiting the foregoing, during the period during which an Event of Default or default shall have the right to operate the business occurred and be continuing, a majority of the Obligor using Lenders (as measured by the Collateral and shall have the right aggregate principal amount of their Notes) may, in their discretion: terminate, on notice to assignBorrower, Borrower's authority to sell, lease or otherwise dispose transfer, process or assemble, or furnish under contracts of and deliver all or any part of service, the Collateral, at public as to which such permission has been given; require Borrower to give possession or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part control of the Collateral being sold, free from to the Lenders or their agent or attorney-in-fact; endorse as Borrower's agent any instruments or chattel paper in the Collateral; notify account debtors and discharged of all trusts, claims, right of redemption and equities of obligors on instruments to make payment directly to the Obligor, which are hereby waived and released.Lenders; contact account debtors indirectly

Rights and Remedies Upon Default. Upon the occurrence and during the continuation of any Event of Default and at any time thereafterDefault, the Agent (on behalf of, and for the benefit of itself and each of the Secured Parties Parties) shall have the right to exercise all of the remedies conferred hereunder hereunder, under the Debentures and under the Loan AgreementSecurity Agreements, and the Agent and the Secured Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the Secured Parties shall have the following rights and powers: (a) The Secured Parties Agent shall have the right to take possession of all tangible manifestations or embodiments of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor Debtors shall assemble the Collateral and make it available to the Secured Parties Agent at places which the Secured Parties Agent shall reasonably select, whether at the Obligor's Debtors' premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties Agent shall have the right to operate the business of the Obligor Debtors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor Debtors or right of redemption of the ObligorDebtors, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorDebtors, which are hereby waived and released. (c) The Agent may license or, to the same extent the Debtors is permitted by law and contract to do so, sublicense, whether on an exclusive or non-exclusive basis, any of the Collateral throughout the world for such period, on such conditions and in such manner as the Secured Parties shall, in its reasonable discretion, determine. (d) The Agent may (without assuming any obligations or liabilities thereunder), at any time, enforce (and shall have the exclusive right to enforce) against licensee or sublicensee all rights and remedies of the Debtors in, to and under any license agreement with respect to such Collateral, and take or refrain from taking any action thereunder. (e) The Agent may, in order to implement the assignment, license, sale or other disposition of any of the Collateral pursuant to this Section, pursuant to the authority provided for in Section 12, execute and deliver on behalf of the Debtors one or more instruments of assignment of the Collateral in form suitable for filing, recording or registration in any jurisdictions as the Secured Parties may determine advisable. (f) In the event that any Secured Party shall recover from the Debtors or the Collateral more than its pro rata share of the Obligations owed to all Secured Parties hereunder, whether by agreement, understanding or arrangement with the Debtors or any other Person, set off or other means, such Secured Party shall immediately deliver or pay over to the other Secured Parties their pro rata portion of any such recovery in the form received. (g) Agent may, at any time or times that an Event of Default exists or has occurred and is continuing, (i) notify any or all account debtors that the Accounts have been assigned to Secured Parties and that Secured Parties have a security interest therein and Agent may direct any or all accounts debtors to make payment of Accounts directly to Secured Parties, (ii) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any other party or parties in any way liable for payment thereof without affecting any of the Obligations, (iii) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Agent shall not be liable for its 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 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 Agent's request, all invoices and statements sent to any account debtor shall state that the Accounts and such other obligations have been assigned to Secured Parties and are payable directly and only to Secured Parties and the Debtors shall deliver to Agent such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Agent may require.

Rights and Remedies Upon Default. Upon occurrence of If any Event of Default has occurred and at is continuing, Administrative Agent will have the following rights and remedies as set forth in this Section 8: (a) If any time thereafterEvent of Default has occurred and is continuing, in addition to all other rights and remedies granted to it under this Agreement and the other Loan Documents, including the Collateral Documents, or under any other instrument or agreement securing, evidencing or relating to the Secured Parties shall have the right to Obligations, Administrative Agent may exercise all of the remedies conferred hereunder and under the Loan Agreement, and the Secured Parties shall have all the rights and remedies of a secured party under the UCC and/or UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Administrative Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other applicable law Person (including the Uniform Commercial Code all and each of any jurisdiction in which any Collateral is then located). Subject only demands, advertisements and notices are hereby expressly waived to the Xxxxxxxxx Interest maximum extent permitted by the UCC and Additional Lenders’ Interestsother applicable Law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the Secured Parties shall have manner provided herein) the following rights Collateral, and powers: (a) The Secured Parties shall have in connection with the right to take possession liquidation of the Collateral andand collection of the accounts receivable pledged as Collateral, for that purposeuse any Trademark, enterCopyright, with the aid or process used or owned by such Grantor and assistance of any person(ii) forthwith collect, any premises where receive, appropriate and realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably selectlease, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker’s board or stipulationsat any of Administrative Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. To the extent any Grantor has the right to do so, such Grantor authorizes Administrative Agent, on the terms set forth in this Section 8, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contact, or compromise any encumbrance, charge or other Lien which, in the opinion of Administrative Agent, appears to be prior or superior to its security interest. Each Grantor further agrees, at Administrative Agent’s request, to assemble its Collateral and make it available to Administrative Agent during regular business hours and at places which Administrative Agent reasonably selects, whether at such parcel Grantor’s premises or parcels elsewhere. To the maximum extent permitted by applicable Law, each Grantor waives all claims, damages, and demands against Administrative Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral, except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent or any Secured Party acted with gross negligence or willful misconduct. Each Grantor agrees that Administrative Agent need not give more than ten days’ notice (which notification will be deemed given to the Grantors in accordance with Section 10.02 of the Credit Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. 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 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, and upon such terms and conditions places as the Administrative Agent may fix and state in the notice of sale. Administrative Agent or any Secured Parties may deem commercially reasonableParty will have the right upon any such public sale or sales, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice and, to the Obligor extent permitted by Law, upon any such private sale or right of redemption of sales, to purchase the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase all whole or any part of the said Collateral being so sold, free from and discharged of all trustsany right or equity of redemption, claims, right which equity of redemption and equities each Grantor hereby releases. Each Grantor further agrees that Administrative Agent has the right to (and, at the direction of the ObligorRequired Lenders will) credit bid all or any portion of the amount of the then outstanding Secured Obligations at any sale. Each Grantor will remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Administrative Agent and the Secured Parties are entitled from such Grantor, such Grantor also being liable for the attorney’s fees of any attorneys employed by Administrative Agent or any Secured Party to collect such deficiency. Each Grantor agrees that the internet constitutes a “place” for the purposes of Section 9-610(b) of the UCC and that any sale of Collateral to a licensor pursuant to the terms of a License is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner and time) within the meaning of Section 9-610 of the UCC. Administrative Agent and the Secured Parties will apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 8(f), with each Grantor remaining jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations after such application, and only after so paying over such net proceeds and after the payment by Administrative Agent of any other amount required by any provision of law, need Administrative Agent account for the surplus, if any, to any Grantor. (b) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when Administrative Agent determines to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold will not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended, the “Act”), Administrative Agent may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and under such circumstances as Administrative Agent may deem necessary or advisable, but subject to the other requirements of this Section 8(b), and will not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event Administrative Agent may, in its sole discretion, (i) in accordance with applicable securities Laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or has been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 8(b), if any of such Collateral will not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then Administrative Agent will not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as Administrative Agent may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other Laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. Each Grantor further agrees that: (A) if Administrative Agent will, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion of them to be sold at a private sale, Administrative Agent will have the right to rely upon the advice of any nationally recognized brokerage or investment firm (but will not be obligated to seek such advice and the failure to do so will not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interests or any portion thereof for sale and as to the best price reasonably obtainable at a private sale thereof; and (B) such reliance will be conclusive evidence that Administrative Agent has handled the disposition in a commercially reasonable manner. (c) Each Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable Law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority, and each Grantor further agrees that such compliance will not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor will Administrative Agent nor any of the Secured Parties be liable or accountable to such Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (d) Except as otherwise expressly permitted herein, each Grantor hereby waived waives presentment, demand for payment, protest or any notice of default or nonpayment to or upon any of the Borrower or any other Loan Party (to the maximum extent permitted by applicable Law) with respect to the Secured Obligations. (e) Each Grantor agrees that a breach of any covenants contained in this Section 8 to be provided by this Agreement will cause irreparable injury to Administrative Agent, on behalf of itself and releasedthe Secured Parties, that in such event Administrative Agent and the Secured Parties would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that in such event each and every covenant contained in this Section 8 will be specifically enforceable against such Grantor, and each Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable. (f) Following the occurrence and during the continuation of an Event of Default or following any exercise of remedies provided for in this Section 8, any amounts received on account of the Secured Obligations will be applied by Administrative Agent as set forth in Section 8.05 of the Credit Agreement.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default that remains continuing and at any time thereafter, the Secured Parties Collateral Agent shall have the right to exercise all of the remedies conferred hereunder and under the Loan Agreementhereunder, and the Secured Parties Collateral Agent shall have all the rights and remedies of a secured party Collateral Agent under the UCC and/or any other applicable law or in equity (including including, without limitation, the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the Secured Parties Collateral Agent shall have the following rights and powers: (a) The Secured Parties Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor Debtor shall assemble the Collateral and make it available to the Secured Parties Collateral Agent at places which the Secured Parties Collateral Agent shall reasonably select, whether at the Obligor's Company’s premises or elsewhere, and make available to the Secured PartiesCollateral Agent, without rent, all of the ObligorCompany’s respective premises and facilities for the purpose of the Secured Parties Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties Collateral Agent shall have the right to operate the business of the Obligor each Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties Collateral Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor Company or right of redemption of the ObligorCompany, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties Collateral Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorCompany, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence and during the continuation of any Event of Default and at any time thereafterDefault, the Agent (on behalf of, and for the benefit of itself and each Secured Parties Party) shall have the right to exercise all of the remedies conferred hereunder and hereunder, under the Loan Debentures or under the Security Agreement, and the Agent and the Secured Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the Secured Parties shall have the following rights and powers: (a) The Secured Parties Agent shall have the right to take possession of all tangible manifestations or embodiments of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor Debtors shall assemble the Collateral and make it available to the Secured Parties Agent at places which the Secured Parties Agent shall reasonably select, whether at the Obligor's Debtors' premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties Agent shall have the right to operate the business of the Obligor Debtors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor Debtors or right of redemption of the ObligorDebtors, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorDebtors, which are hereby waived and released. (c) The Agent may license or, to the same extent the Debtors is permitted by law and contract to do so, sublicense, whether or an exclusive or non-exclusive basis, any of the Collateral throughout the world for such period, on such conditions and in such manner as the Secured Parties shall, in its reasonable discretion, determine. (d) The Agent may (without assuming any obligations or liabilities thereunder), at any time, enforce (and shall have the exclusive right to enforce) against licensee or sublicensee all rights and remedies of the Debtors in, to and under any license agreement with respect to such Collateral, and take or refrain from taking any action thereunder. (e) The Agent may, in order to implement the assignment, license, sale or other disposition of any of the Collateral pursuant to this Section, pursuant to the authority provided for in Section 11, execute and deliver on behalf of the Debtors one or more instruments of assignment of the Collateral in form suitable for filing, recording or registration in any jurisdictions as the Secured Parties may determine advisable. (f) In the event that any Secured Party shall recover from the Debtors or the Collateral more than its pro rata share of the Obligations owed to all Secured Parties hereunder, whether by agreement, understanding or arrangement with the Debtors or any other Person, set off or other means, such Secured Party shall immediately deliver or pay over to the other Secured Parties their pro rata portion of any such recovery in the form received. (g) Agent may, at any time or times that an Event of Default exists or has occurred and is continuing, (i) notify any or all account debtors that the Accounts have been assigned to Secured Parties and that Secured Parties have a security interest therein and Agent may direct any or all accounts debtors to make payment of Accounts directly to Secured Parties, (ii) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any other party or parties in any way liable for payment thereof without affecting any of the Obligations, (iii) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Agent shall not be liable for its 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 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 Agent's request, all invoices and statements sent to any account debtor shall state that the Accounts and such other obligations have been assigned to Secured Parties and are payable directly and only to Secured Parties and the Debtors shall deliver to Agent such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Agent may require.

Rights and Remedies Upon Default. Upon occurrence of any Event of the above Events of Default and at any time thereafter, the Secured Parties as long as any such Event of Default shall have the right to continue, JNC may exercise any and all of the rights and remedies conferred hereunder and under any of the Loan AgreementJNC Transaction Documents, including, without limitation, the right, to accelerate payment under any or all Debentures, and the Secured Parties JNC shall have all the rights and remedies of a secured party under the UCC and/or any and shall further have, in addition to all other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest rights and Additional Lenders’ Interestsremedies provided herein or by law, the Secured Parties shall have the following rights and powers: (a) The Secured Parties shall have a. JNC may enter upon the right to premises where any of the Collateral may be located, and take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, and demand and receive reconveyance of the Collateral from any person who has possession thereof, and JNC may take such measures as may be necessary or proper for the care or protection of the value thereof, including the right to remove, keep and/or store all or any part portion of the Collateral or put a custodian in charge thereof; and/or b. At JNC's request, is or may be placed and remove the same, and the Obligor Company shall assemble the Collateral and make it available to the Secured Parties JNC at places which the Secured Parties JNC shall reasonably select, whether at the ObligorCompany's premises or elsewhere, and make available to the Secured PartiesJNC, without rent, all of the Obligor’s respective Company's premises and facilities for the purpose of the Secured Parties JNC taking possession of, removing or putting the Collateral in saleable or disposable form.; and/or (b) The Secured Parties shall have the right c. With or without taking possession, JNC may sell or cause to operate the business be sold, at any time, and from time to time, as JNC may determine, any of the Obligor using the Collateral and shall have the right to assignin its entirety or in parcels, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, either at public or private sale or otherwisesale, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times price and at such place or places, and upon on such terms and conditions as the Secured Parties JNC may deem commercially reasonablebest, at which sale JNC may bid and purchase to the extent permitted by law, as now or hereinafter in effect, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor Company or right of redemption of the ObligorCompany, which are hereby expressly waived. The Company shall have no right of redemption subsequent to any such sale, and hereby expressly waives any such right. JNC shall apply the proceeds of any such sale or sales first to the expenses incident thereto, including reasonable attorneys' fees, and next to the full and complete satisfaction of all of the Obligations. The Company shall remain fully liable to JNC for any deficiency which may exist after any such sale or sales and the application of the proceeds thereof in accordance herewith. Any purchaser at any such sale or sales (including without limitation JNC) shall thereafter hold any of the Collateral so purchased absolutely free from any claim or right of any nature whatsoever by any other person or entity (including without limitation the Company); and/or i. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties JNC may, unless prohibited by applicable law statute which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorCompany, which are hereby waived and released. ii. The proceeds of any such sale, lease, or other disposition of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing, and preparing for sale, selling, and the like, and to the reasonable attorneys' fees and expenses incurred by JNC, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which JNC shall pay to the Company any surplus proceeds. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which JNC is legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum (the "Default Rate"), and the reasonable fees of any attorneys employed by JNC to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against JNC arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of JNC. d. Upon the occurrence and during the continuance of an Event of Default, JNC shall have the right to send notice of the assignment granted herein and the security interest created hereunder to any account debtors of the Company or any other persons obligated on, holding or otherwise concerned with, any of the receivables, may demand that monies due or to become due be paid to JNC and thereafter, JNC shall have the sole right to collect the receivables and all books and records relating thereto; and/or e. JNC may institute any proceeding at law, in equity, or otherwise in order to foreclose upon the Collateral or any part thereof. To the extent permitted by law, any sale thereof shall be held in the same manner, with the same effect and subject to the same terms and conditions as specified in paragraph (c) of this Section 8. JNC may, in the exercise of its sole and absolute discretion, from time to time, at any time and in any order, choose to institute a proceeding for foreclosure on some portion of the Collateral and/or a sale under paragraphs (c) or (d) on other portions of the Collateral, without being deemed to have made an election of remedies or to have waived any other rights or remedies, and without in any other way limiting any remedies or rights which it may otherwise have; and/or f. In its name or in the name of the Company or otherwise, JNC may demand, xxx for, collect, or receive any money or property at any time payable or receivable on account of or in exchange for or make any compromise or settlement deemed desirable with respect to, any of the Collateral, but shall be under no obligation to do so, and JNC may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any of the Collateral, without thereby incurring responsibility to, or discharging or otherwise affecting any liability of, the Company or in any other way limiting any remedies or rights which JNC may otherwise have; and/or g. JNC may, in the event JNC takes possession of the Collateral pursuant to the exercise of any right or remedy provided for hereunder or by law, any insurance policy owned by the Company, together with any unearned or prepaid premium thereon, shall, at the option of JNC, be assigned by the Company to, and become the sole property of JNC, provided that the amount of any such unearned or prepaid premium is thereupon applied to the payment or satisfaction of the Obligations.

Rights and Remedies Upon Default. Upon occurrence of (a) Borrower agrees that, if any Event of Default and at any time thereafter, the Secured Parties shall have the right occurred and is continuing, then and in every such case, Lender, in addition to exercise all of the remedies conferred hereunder and any rights now or hereafter existing under the Loan Agreementapplicable law, and the Secured Parties upon written notice to Borrower, shall have all the rights and remedies of as a secured party creditor under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest all relevant jurisdictions and Additional Lenders’ Interests, the Secured Parties shall have the following rights and powersmay: (ai) The Secured Parties shall have the right to take personally, or by agents or attorneys, immediately retake possession of the Pre-Approval Collateral andand the First Year Sales Collateral, for that purposeas applicable, enteror any part thereof; (ii) instruct the obligor or obligors on any agreement, with instrument or other obligation constituting the aid Pre-Approval Collateral and assistance the First Year Sales Collateral, as applicable, to make any payment required by the terms of any personsuch instrument or agreement directly to Lender; (iii) sell, assign or otherwise liquidate, or direct Borrower to sell, assign or otherwise liquidate, any premises where or all of the Pre- Approval Collateral and the First Year Sales Collateral, as applicable, or any part thereof, and take possession of the proceeds of any such sale or liquidation; (iv) take possession of the Pre-Approval Collateral and the First Year Sales Collateral, as applicable, or any part thereof by directing Borrower in writing to deliver the same to Lender at any place or places designated by Lender; it being understood that Borrower's obligation so to deliver the Pre-Approval Collateral and the First Year Sales Collateral, as applicable, is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, Lender shall be entitled to a decree requiring specific performance by Lender of said obligation; (v) until the Pre-Approval Obligations are paid in full, or may be placed released in accordance with the Loan Agreement, notify licensees or assignees under the License Agreement in respect of rights relating to the Product in the Territory, or any license, sublicense or assignment pursuant thereto, to make payments thereunder (including royalty payments) directly to Lender; and (vi) until the Pre-Approval Obligations are paid in full, or released in accordance with the Loan Agreement, to transfer the Regulatory Collateral into Lender's name and remove otherwise act with respect thereto as the sameoutright owner thereof, and to complete and submit the Obligor shall assemble the Collateral and make it available Lender NDA Letter to the Secured Parties at places which the Secured Parties shall reasonably select, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable formFDA. (b) The Secured Parties Notwithstanding the foregoing, Lender shall refrain from exercising its rights and remedies under Sections 15(a)(iii), (iv) and (vi) above and Section 10 above with respect to (but only with respect to) the Regulatory Collateral until the earlier of the date (the "Reconveyance Date") which is (i) 270 days after the date on which the Event of Default under the Loan Agreement shall have occurred, (ii) the right to operate the business date on which an Event of Default under Section 7.01(f) of the Obligor using Loan Agreement shall have occurred, or (iii) the date on which an Event of Default under Section 7.01(g) of the Loan Agreement shall have occurred. If Borrower irrevocably pays and satisfies the Pre-Approval Obligations prior to the Reconveyance Date, then (x) Lender will execute and deliver to Borrower a proper instrument in order to duly transfer to Borrower such of the Regulatory Collateral as may be in the possession of Lender and (y) Borrower shall be entitled to complete and submit the Borrower NDA Letter to the FDA. Prior to the Reconveyance Date, Lender shall not, except as required by applicable laws or regulations, communicate with the FDA regarding the Regulatory Collateral, except through Borrower. If prior to the Reconveyance Date Lender is required by applicable law or regulations to communicate with the FDA regarding the Regulatory Collateral, Lender shall promptly notify Borrower of the nature and content thereof and Lender shall reasonably cooperate with Borrower, at Borrower's expense, in all proper respects in all regulatory matters relating to the Regulatory Collateral. (c) Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred by or on behalf of Lender (a) in enforcing the Obligations, and (b) in connection with the taking, holding, preparing for sale or other disposition, selling, managing, collecting, or otherwise disposing of the Collateral. All of such costs and expenses (collectively, the "Liquidation Costs") together with interest thereon at the interest rate specified in the Notes, from the date of payment until repaid in full, shall be paid by Borrower to Lender on demand and shall have the right to assign, sell, lease or otherwise dispose of constitute and deliver all or any become a part of the Collateral, at public or private Obligations secured hereby. Any proceeds of sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part disposition of the Collateral being soldwill be applied by Lender to the payment of Liquidation Costs, free from and discharged any balance of all trusts, claims, right of redemption and equities such proceeds will be applied by Lender to the payment of the Obligorremaining Obligations in such order and manner of application as Lender may determine. Borrower hereby grants to Lender, which are hereby waived as security for the full and releasedpunctual payment and performance of the Obligations, a continuing security interest in and lien on all now or hereafter existing balances, credits, accounts, deposits, and all other sums credited by, maintained with, or due from Lender or any affiliate of Lender to Borrower; and regardless of the adequacy of any Collateral or other means of obtaining repayment of the Obligations, Lender may at any time and without notice to Borrower set off the whole or any portion or portions of any or all such balances, credits, accounts, deposits, and other sums against any and all of the Obligations.

Rights and Remedies Upon Default. (a) Upon the occurrence and during the continuation of any Event of Default and at any time thereafterDefault, the Secured Parties Holder shall have the right to exercise all of the remedies conferred hereunder and under the Loan Agreement, Documents and the Secured Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the Secured Parties Holder shall have the following rights and powers: (ai) The Secured Parties Holder shall have the right (but not the obligation) to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor ETI and/or EES shall assemble the Collateral and make it available to the Secured Parties Holder at places which the Secured Parties Holder shall reasonably select, whether at the ObligorETI 's and/or EES’s premises or elsewhere, and make available to the Secured PartiesHolder, without rent, all of the ObligorETI’s and/or EES’s respective premises and facilities for the purpose of the Secured Parties Holder taking possession of, removing or putting the Collateral in saleable or disposable form. (bii) The Secured Parties Holder shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as if it were the sole and absolute owner thereof. (iii) The Holder shall have the right (but not the obligation) to operate the business of the Obligor ETI and/or EES using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties Holder may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor ETI and/or EES or right of redemption of the ObligorETI and/or EES, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties Holder may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorETI and/or EES, which are hereby waived and released. (b) Notwithstanding anything in this Section 15 to the contrary, the Holder shall comply with any applicable law in connection with the taking possession of, exercising rights over, holding and/or disposing of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Holder may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Holder sells any of the Collateral on credit, ETI and EES will only be credited with payments actually made by the purchaser. In addition, ETI and EES waive any and all rights that they may have to a judicial hearing in advance of the enforcement of any of the Holder’s rights and remedies hereunder, including, without limitation, their rights following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafterDefault, the each Secured Parties Party shall have the right to exercise all of the remedies conferred hereunder and under the Loan AgreementFinancing Agreement and the Notes, at law and in equity, and the each Secured Parties Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the each Secured Parties Party shall also have the following rights and powers: (a) The Secured Parties Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enterenter (with respect to leased premises, to the extent permitted by the owner thereof), with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor Obligors shall assemble the Collateral and make it available to the Secured Parties Collateral Agent at places which the Secured Parties Collateral Agent shall reasonably select, whether at the Obligor's Obligors’ premises or elsewhere, and make available to the Secured PartiesCollateral Agent, without rentrent paid by the Collateral Agent, all of the Obligor’s Obligors’ respective premises and facilities for the purpose of the Secured Parties Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties Collateral Agent shall have the right to operate the business of the Obligor Obligors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties Collateral Agent may deem commercially reasonablereasonable and in accordance with all applicable laws, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor Obligors or right of redemption of the ObligorObligors, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties Collateral Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorObligors, which are hereby waived and released. (c) Each of the Obligors agrees that, upon the occurrence of an Event of Default, Collateral Agent shall have the absolute right to seek the immediate appointment of a receiver for all or any portion of the Collateral and/or any other real or personal property of the Obligors given as security for the payment and performance of the Obligors’ obligations under this Agreement, the Notes, the Financing Agreement and the other Transaction Documents. Such right to the appointment of a receiver for the assets of the Obligors shall exist regardless of the value of the security for the amounts due under the Notes or secured hereby or of the solvency of any party bound for the payment of such indebtedness. Obligors hereby irrevocably consent to such appointment and, upon the occurrence of an Event of Default under Section 10.1(c) or Section 10.1(d) of the Financing Agreement, waive notice of any application thereof, and agree that such appointment may be made by Collateral Agent on an ex parte basis.

Rights and Remedies Upon Default. Upon occurrence Subject, with respect to the Guaranty Obligations, to Section 2.08 of any the Guaranty, upon and after an Event of Default and at any time thereafterwhich has not been waived or cured, the Secured Parties Party shall have the right to exercise following rights and remedies, all of the remedies conferred hereunder and under the Loan Agreement, and the Secured Parties shall have all which may be exercised with or without notice to Borrower: (A) All of the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of the state where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any jurisdiction other rights and remedies contained in which this Security Agreement, the Agreements, or any of the other Loan Documents or ESOP Loan Documents; (B) The right to foreclose the liens and security instruments created under this Security Agreement or any of the other Loan Documents or ESOP Loan Documents by any available judicial procedure or without judicial process; (C) The right to (i) enter upon the premises of Borrower through self-help and without judicial process, without first obtaining a final judgment or giving Borrower notice and opportunity for a hearing on the validity of Secured Party's claim and without any obligation to pay rent to Borrower, or any other place or places where any Collateral is then located). Subject only located and kept, and remove the Collateral therefrom to the Xxxxxxxxx Interest and Additional Lenders’ Interests, the premises of Secured Parties shall have the following rights and powers: (a) The Party or any agent of Secured Parties shall have the right to take possession of the Collateral andParty, for that purposesuch time as Secured Party may desire, enter, with the aid and assistance of any person, any premises where in order to effectively collect or liquidate the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor shall and/or (ii) require Borrower to assemble the Collateral and make it available to the Secured Parties Party at places which the a place to be designated by Secured Parties shall reasonably select, whether at the Obligor's premises or elsewhere, and make available Party in its sole discretion; (D) The right (to the Secured Parties, without rent, all extent permissible by law with respect to Government Receivables) to (i) demand payment of the Obligor’s respective premises and facilities for the purpose Accounts; (ii) enforce payment of the Accounts and General Intangibles and enforce all Contract Rights, by legal proceedings or otherwise; (iii) exercise all or any of Borrower's rights and remedies with respect to the collection of the Accounts and General Intangibles and in respect of Contract Rights; (iv) settle, adjust, compromise, extend or renew the Accounts; (v) settle, adjust or compromise any legal proceedings brought to collect the Accounts or General Intangibles or to enforce Contract Rights; (vi) sell or assign the Accounts, General Intangibles, Contract Rights or other Collateral upon such terms, for such amounts and at such time or times as Secured Parties taking possession ofParty deems advisable; (vii) discharge and release the Accounts; (viii) take control, removing in any manner, of any item of payment or putting proceeds; (ix) prepare, file and sign Borrower's name on a Proof of Claim in bankruptcy or similar document against any account obligor; (x) prepare, file and sign Borrower's name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Collateral Accounts; (xi) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts or Inventory; (xii) use Borrower's stationery for verifications of the Accounts and notices thereof to account obligors; (xiii) use the information recorded on or contained in saleable any data processing equipment and computer hardware and software relating to the Accounts, General Intangibles, Equipment, Contract Rights or disposable form.Inventory to which Borrower has access; and (xiv) do all acts and things and execute all documents necessary, in Secured Party's sole discretion, to collect the Accounts and General Intangibles; (bE) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to sell, assign, sell, lease or to otherwise dispose of and deliver all or any part of the CollateralCollateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale or otherwisesales, either with such notice as may be required by law, in lots or without special conditions or stipulationsin bulk, for cash or on credit credit, with or for future deliverywithout representations and warranties, all as Secured Party, in its sole discretion, may deem advisable (except, in the case of Government Receivables, to the extent such parcel sales or parcels other disposition are prohibited by applicable law). Secured Party shall have the right to conduct such sales on Borrower's premises or elsewhere and at shall have the right to use Borrower's premises without charge for such sales for such time or times and at such place or placesas Secured Party may see fit. Secured Party may, and upon such terms and conditions as the Secured Parties may deem commercially if it deems it reasonable, all postpone or adjourn any sale of the Collateral from time to time by an announcement at the time and place of such postponed or adjourned sale, without (except being required to give a new notice of sale. Borrower agrees that Secured Party has no obligation to preserve rights to the Collateral against prior parties or to xxxxxxxx any Collateral for the benefit of any Person. Secured Party 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 it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral and Borrower's rights under any license and any franchise agreement shall be required by applicable statute and caninure to Secured Party's benefit. If any of the Collateral shall require repairs, maintenance, preparation or the like, or is in process or other unfinished state, Secured Party shall have the right, but shall not be waivedobligated to perform such repairs, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such saleable form as Secured Party shall deem appropriate, but Secured Party shall have the right to sell or dispose of the Collateral without such processing. In addition, Borrower agrees that in the event notice is necessary under applicable law, written notice mailed to Borrower in the manner specified in either of the Agreements ten (10) advertisement days prior to the date of public sale of any of the Collateral or demand upon prior to the date after which any private sale or other disposition of the Collateral will be made shall constitute commercially reasonable notice to the Obligor Borrower. Secured Party or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, any Lender may purchase all or any part of the Collateral being soldat public or, if permitted by law, private sale, free from and discharged of all trusts, claims, any right of redemption and equities which is hereby expressly waived by Borrower and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Secured Obligations. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the ObligorCollateral shall be applied first to the reasonable expenses (including all reasonable attorneys' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like (collectively, the "Administration Expenses"), and then to the satisfaction of all Secured Obligations, application as to particular Secured Obligations or against principal or interest to be in subject to the terms of Section 13 hereof and of the Agreements. Borrower shall be liable to Secured Party and the Lenders and shall pay to the Secured Party on demand any deficiency which are hereby waived may remain after such sale, disposition, collection or liquidation of the Collateral. Borrower recognizes that the Secured Party may be unable to effect a public sale of securities constituting Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and releasedapplicable state securities or Blue Sky laws, and as a consequence 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 Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Borrower agrees and acknowledges that private sales so made may be at prices and upon terms less favorable to Borrower than if such Collateral were sold at public sales and that the Secured Party has no obligation to delay the sale of any of the Collateral for the period of time necessary to permit the issuer of such Collateral to register or otherwise qualify them, even if such issuer would agree to register or otherwise qualify such Collateral for public sale under the Securities Act and applicable state securities or Blue Sky laws. Borrower further agrees, to the extent permitted by applicable law, that the use of private sales made under the foregoing circumstances to dispose of the Collateral shall be deemed to be dispositions in a commercially reasonable manner; (F) The rights and remedies provided to Secured Party or any Lender under this Security Agreement or any of the other Loan Documents or ESOP Loan Documents.

Rights and Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default and at any time thereafterDefault, the Collateral Agent, for itself and behalf of each Secured Parties Party, shall have the right to exercise all of the remedies conferred hereunder and under the Loan AgreementFinancing Agreement and the Note, at law and in equity, and the Collateral Agent, for itself and on behalf of each Secured Parties Party, shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the Secured Parties Collateral Agent shall also have the following rights and powers: (a) The Secured Parties Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enterenter (with respect to leased premises, to the extent permitted by the owner thereof), with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor Obligors shall assemble the Collateral and make it available to the Secured Parties Collateral Agent at places which the Secured Parties Collateral Agent shall reasonably select, whether at the Obligor's Obligors’ premises or elsewhere, and make available to the Secured PartiesCollateral Agent, without rentrent paid by the Collateral Agent, all of the Obligor’s Obligors’ respective premises and facilities for the purpose of the Secured Parties Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties Collateral Agent shall have the right to operate the business of the Obligor Obligors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties Collateral Agent may deem commercially reasonablereasonable and in accordance with all applicable laws, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor Obligors or right of redemption of the ObligorObligors, which are hereby expressly waived. The relevant Obligor’s receipt of notice of such public or private sale, to the extent required under the UCC or otherwise, that is received at least ten (10) calendar days prior to such sale shall be deemed to be commercially reasonable; provided that the foregoing provision shall be a “safe harbor” compliance provision and not limit the manner in which any notice requirement may be satisfied. (c) Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties Collateral Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the ObligorObligors, which are hereby waived and released. (d) Each of the Obligors agrees that, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the absolute right to seek the immediate appointment of a receiver for all or any portion of the Collateral and/or any other real or personal property of the Obligors given as security for the payment and performance of the Obligors’ obligations under this Agreement, the Note, the Financing Agreement and the other Transaction Documents. Such right to the appointment of a receiver for the assets of the Obligors shall exist regardless of the value of the security for the amounts due under the Note or secured hereby or of the solvency of any party bound for the payment of such indebtedness. Obligors hereby irrevocably consent to such appointment and, upon the occurrence of an Event of Default under Section 8.1(c) or Section 8.1(d) of the Financing Agreement, waive notice of any application thereof, and agree that such appointment may be made by Collateral Agent on an ex parte basis. (e) Each Obligor acknowledges and agrees, and this Section 5(e) constitutes notice, that (i) any one or more of Agent, any Lender, or any Affiliate of Agent or any Lender may be the purchaser of all or any portion of the Collateral, including any Pledged Equity, at any public or private sale thereof, and (ii) with limiting the requirements to comply with Section 9-620 of the UCC at the applicable time, any of 92 Agent or any Lender may accept all or any portion of the Collateral, including any Pledged Equity, in full or partial satisfaction of the Obligations in accordance with Section 9.620 at the UCC in connection with the enforcement of remedies.

Rights and Remedies Upon Default. Upon occurrence It shall be an “Event of Default” hereunder if any Event of Default (as defined in the Note Agreement or the Guaranty Agreement) shall occur. If any Event of Default shall have occurred and at any time thereafterbe continuing, the Secured Parties Collateral Agent shall have the right following rights and remedies as set forth in this Section 8: (a) The Collateral Agent may exercise, in addition to exercise all of other rights and remedies granted to it under this Agreement, the remedies conferred hereunder Note Agreement, the Guaranty Agreement, the Subsidiary Guaranty Agreement, the other Transaction Documents and under the Loan Agreementany other instrument or agreement securing, and evidencing or relating to the Secured Parties shall have Obligations, all the rights and remedies of a secured party under the UCC and/or and other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event, the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other applicable law Person (including the Uniform Commercial Code all and each of any jurisdiction in which any Collateral is then located). Subject only demands, advertisements and notices are hereby expressly waived to the Xxxxxxxxx Interest maximum extent permitted by the UCC and Additional Lenders’ Interestsother applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the Secured Parties shall have manner provided herein) the following rights Collateral, and powers: (a) The Secured Parties shall have in connection with the right to take possession liquidation of the Collateral andand collection of the accounts receivable pledged as Collateral, for that purposeuse any Trademark, enterCopyright, with the aid or process used or owned by such Grantor, and assistance of any person(ii) forthwith collect, any premises where receive, appropriate and realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably selectlease, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker’s board or stipulationsat any of the Collateral Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. To the extent any Grantor has the right to do so, such Grantor authorizes the Collateral Agent, on the terms set forth in this Section 8, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contact, or compromise any encumbrance, charge, or lien which, in the opinion of the Collateral Agent, appears to be prior or superior to its security interest. The Collateral Agent or any Secured Party shall have the right, upon any such parcel public sale or parcels sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at the Collateral Agent’s request, to assemble its Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such time Grantor’s premises or times elsewhere. The Collateral Agent and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonableshall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 8(h), below, with each Grantor remaining jointly and severally liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all without claims, damages, and demands against the Collateral Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral. Each Grantor agrees that the Collateral Agent need not give more than ten (except as 10) days’ notice (which notification shall be required by applicable statute and cannot be waiveddeemed given if sent in accordance with Section 12(a)) advertisement or demand upon or notice to the Obligor or right of redemption of the Obligor, time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, insufficient to pay all amounts to which the Collateral Agent and the Secured Parties are entitled from such Grantor, such Grantor also being liable for the attorneys’ fees and expenses of any attorneys employed by the Collateral Agent or any Secured Party to collect such deficiency. (b) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (as so amended the “Act”), the Collateral Agent may, unless prohibited in its discretion (subject only to applicable Requirements of Law), sell such Collateral or any part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem desirable, but subject to the other requirements of this Section 8(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event, the Collateral Agent may, in its sole discretion: (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 8(b), if any of such Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Collateral Agent may, in its sole discretion, deem desirable in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (c) Each Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent nor any Secured Party be liable nor accountable to such Grantor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (d) Each Grantor also agrees to pay all fees, costs, and reasonable expenses of the Collateral Agent or any of the Secured Parties, including reasonable attorneys’ fees and expenses, incurred in connection with the enforcement of any of its rights and remedies hereunder. (e) Upon the Collateral Agent’s request, each Grantor agrees that it will promptly execute assignments of its entire right, title and interest in and to each its Patents, Trademarks, Copyrights, and Licenses. Such assignments shall be in form and content which is recordable in the United States Patent and Trademark Office or Copyright Office, or any similar office or agency in any other country or any political subdivision thereof, as applicable, and otherwise reasonably acceptable to the Collateral Agent. (f) Except as otherwise expressly permitted herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral. (g) Each Grantor agrees that a breach of any covenants contained in this Section 8 will cause irreparable injury to the Collateral Agent, on behalf of itself and the Secured Parties, that in such event the Collateral Agent and the Secured Parties would have no adequate remedy at law which canin respect of such breach and, as a consequence, agrees that in such event each and every covenant contained in this Section 8 shall be specifically enforceable against such Grantor, and each Grantor hereby waives and agrees not be waivedto assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable. (h) The Proceeds of any sale, purchase disposition or other realization upon all or any part of the Collateral being soldshall be distributed by the Collateral Agent in the following order of priorities: First, free from to the Collateral Agent in an amount sufficient to pay in full the costs payable hereunder of the Collateral Agent in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and discharged advances incurred or made by the Collateral Agent in connection therewith, including reasonable attorneys’ fees and expenses; Second, to the Secured Parties in an amount sufficient to pay in full the reasonable costs of the Secured Parties in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by the Secured Parties in connection therewith, including reasonable attorneys’ fees and expenses; Third, to the Secured Parties in an amount equal to the then unpaid principal of and accrued interest, Yield-Maintenance Amount, non-usage and all other fees and charges payable on the Secured Obligations; Fourth, to the Secured Parties in an amount equal to any other Secured Obligations under any of the Transaction Documents which are then unpaid; and Finally, upon payment in full of all trusts, claims, right of redemption and equities of the ObligorSecured Obligations, which are hereby waived and releasedto the Grantors or their representatives according to their interests or as a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. Upon occurrence of (a) If any Event of Default shall occur and at any time thereafterbe continuing, the Secured Parties shall have Collateral Agent may exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the right to exercise all of Credit Agreement, the remedies conferred hereunder other Credit Documents and under the Loan Agreementany other instrument or agreement securing, and evidencing or relating to the Secured Parties shall have Obligations, all the rights and remedies of a secured party under applicable Governmental Rules, including, without limitation, the UCC. Without limiting the generality of the foregoing, each Grantor expressly agrees that, during the continuance of an Event of Default, the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent not prohibited by the UCC and/or any and other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then locatedGovernmental Rules). Subject only to the Xxxxxxxxx Interest and Additional Lenders’ Interests, the Secured Parties shall have the following rights and powers: (a) The Secured Parties shall have the right to collect the Proceeds from all Collateral (including, without limitation, Distributions on Pledged Collateral) and may (i) reclaim, take possession possession, recover, store, maintain, finish, repair, prepare for sale or lease, ship, advertise for sale or lease and sell or lease (in the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral andand collection of the accounts receivable pledged as Collateral, for that purposeuse, enter, with the aid and assistance of any personwithout charge, any premises where trademark, trade name, trade style, copyright, or process used or owned by such Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any of the Administrative Agent’s or Collateral Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk and (iii) exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Grantor authorizes the Collateral Agent, on the terms set forth in this Section 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or may be placed and remove the sameany part of it, and to pay, purchase, contest or compromise any Lien which, in the Obligor opinion of the Collateral Agent, appears to be prior or superior to its security interest. The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent not prohibited by applicable Governmental Rules, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Secured Parties Collateral Agent at places which the Secured Parties Collateral Agent shall reasonably select, whether at the Obligor's such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 7(g), below, the Grantors shall remain liable for any deficiency remaining unpaid after such application, and make available to only after so paying over such net proceeds and after the Secured Partiespayment by the Collateral Agent of any other amount required by any provision of applicable Governmental Rules, without rent, all including Section 9-608(a)(1)(C) of the Obligor’s respective premises and facilities UCC (or any other then applicable provision of the UCC), need the Collateral Agent account for the purpose surplus, if any, to a Grantor. To the maximum extent not prohibited by applicable Governmental Rules, each Grantor waives all claims, damages, and demands against the Collateral Agent arising out of the Secured Parties taking possession ofrepossession, removing retention or putting sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Collateral Agent as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Grantor agrees that the Collateral Agent need not give more than ten (10) days’ prior written notice (which notification shall be deemed given in saleable accordance with the Credit Agreement) of the time and place of any public sale or disposable formof the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which the Collateral Agent and the Lenders are entitled, and the Grantors shall also be liable for the attorneys’ fees or costs of any attorneys employed by the Collateral Agent to collect such deficiency. (b) The Secured Parties As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), the Collateral Agent may, in its discretion (subject only to applicable requirements of applicable Governmental Rules), sell such Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable, but subject to the other requirements of this Section 7(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Collateral Agent may, in its sole discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the right Act; (ii) approach and negotiate with a single possible purchaser to operate effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the business distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 7(b), if any of such Collateral shall not be freely distributable to the Obligor using public without registration under the Act at the time of any proposed sale hereunder, then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of Governmental Rules), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Collateral Agent may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other Governmental Rules affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all Distributions which it may be entitled to receive hereunder, (i) each Grantor shall have the right to assign, sell, lease or otherwise dispose of promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, Distribution payment orders and other instruments as the Collateral Agent may from time to time reasonably request (each effective only if an Event of Default has occurred and is continuing) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall terminate upon the earlier of the payment in full of the Secured Obligations or the cure of the Event of Default. Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any Distributions or other payments with respect to the Pledged Collateral directly to the Collateral Agent if an Event of Default has occurred and is continuing and the relevant Grantor has received written notice of the Collateral Agent’s election to collect any such payments. (c) Each Grantor agrees that in any sale of any of such Collateral, whether at public or private a foreclosure sale or otherwise, either the Collateral Agent is hereby authorized to comply with any limitation or without special conditions restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable Governmental Rules (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or stipulationsresale of such Collateral), for cash or on credit in order to obtain any required approval of the sale or for future deliveryof the purchaser by any Governmental Authority, and such Grantor further agrees that such compliance shall not result in such parcel sale being considered or parcels deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable nor accountable to Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (d) Each Grantor also agrees to pay all fees, costs and at such time expenses of the Collateral Agent, including, without limitation, attorneys’ fees and costs, incurred in connection with the enforcement of any of its rights and remedies hereunder. (e) Each Grantor hereby waives presentment, protest or times and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement any notice or demand upon or notice not provided for herein (to the Obligor or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless maximum extent not prohibited by applicable Governmental Rules) of any kind in connection with this Security Agreement or any Collateral. (f) Each Grantor agrees that a material uncured breach of any covenants contained in this Section 7 will cause irreparable injury to the Collateral Agent, the Administrative Agent and the Lenders, that in such event the Collateral Agent, the Administrative Agent and the Lenders would have no adequate remedy at law which canin respect of such breach and, as a consequence, agrees that in such event each and every covenant contained in this Section 7 shall be specifically enforceable against a Grantor, and each Grantor hereby waives and agrees not be waivedto assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable. (g) The proceeds of any sale, purchase disposition or other realization upon all or any part of the Collateral being sold, free from and discharged shall be distributed by the Collateral Agent or the Administrative Agent in the order of all trusts, claims, right of redemption and equities priority set forth in Section 6.02(b) of the Obligor, which are hereby waived and releasedCredit Agreement.

Rights and Remedies Upon Default. Upon occurrence of (a) If any Event of Default shall occur and at any time thereafterbe continuing, the Collateral Agent may, and in accordance with the written direction of the Directing Secured Parties shall have the right shall, exercise, in addition to exercise all of the other rights and remedies conferred hereunder granted to it under this Pledge Agreement and under the Loan Agreementany other instrument or agreement securing, and evidencing or relating to the Secured Parties shall have Obligations, all the rights and remedies of a secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, the Pledgor expressly agrees that in any such event the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent not prohibited by the UCC and/or any and other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then locatedlaw). Subject only to the Xxxxxxxxx Interest and Additional Lenders’ Interests, the Secured Parties shall have the following rights and powers: (a) The Secured Parties shall have the right to take possession of collect the Proceeds from all Collateral and(including, for that purposewithout limitation, enterDistributions on Pledged Securities) and may (i) collect, with the aid receive, appropriate, foreclose upon and assistance of any person, any premises where realize upon the Collateral, or any part thereof, is (ii) transfer to or may be placed and remove to register on the same, and books of the Obligor shall assemble Issuer (or of any other Person maintaining records with respect to the Collateral) in the name of the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably select, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all Agent or any part of its nominees any or all of the Collateral, at public (iii) exchange certificates or private sale instruments representing or otherwise, either with evidencing Collateral for certificates or without special conditions instruments of smaller or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or placeslarger denominations, and (iv) to the exclusion of the Pledgor, exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Securities at any meeting of shareholders, partners, members or other equity holders, as the case may be, of the Issuer or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Securities as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer of securities pledged hereunder, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Secured Parties Collateral Agent may deem commercially reasonabledetermine), all without (liability except as to account for property actually received by it, but the Collateral Agent shall be required by applicable statute have no duty to the Pledgor to exercise any such right, privilege or option and canshall not be waived) advertisement responsible for any failure to do so or demand delay in so doing. The Pledgor authorizes the Collateral Agent, on the terms set forth in this Section 6, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which, in the opinion of the Collateral Agent, appears to be prior or superior to its security interest. The Collateral Agent shall have the right upon any such public sale or notice sales, and, to the Obligor or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless extent not prohibited by applicable law law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which canequity of redemption the Pledgor hereby releases. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title, which procedures shall not be waivedconsidered to adversely affect the commercial reasonableness of any sale of the Collateral. The Collateral Agent shall apply the net proceeds of any such collection, purchase recovery, receipt, appropriation, realization or sale as provided in Section 6(j), below, and the Pledgor shall remain liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9‑608(a)(1)(c) of the UCC (or any other then applicable provision of the UCC), need the Collateral Agent account for the surplus, if any, to the Pledgor. To the maximum extent not prohibited by applicable law, the Pledgor waives all claims, damages, and demands against the Collateral Agent arising out of the repossession, retention or sale of the Collateral except such as are determined by a final, non-appealable judgment of a court of competent jurisdiction to arise out of the gross negligence or willful misconduct of the Collateral Agent. The Pledgor agrees that the Collateral Agent need not give more than ten (10) days’ prior written notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Pledgor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which the Collateral Agent or Secured Parties are entitled, and the Pledgor shall also be liable for attorneys’ fees or costs of any attorneys employed by the Collateral Agent to collect such deficiency. (b) As to any Collateral, if, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of such Collateral, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), the Collateral Agent may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable, but subject to the other requirements of this Section 6(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Collateral Agent may, in its sole discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6(b), if any of such Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including, without limitation, a sale at auction) be conducted subject to such restrictions as the Collateral Agent may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (c) The Collateral Agent shall incur no liability as a result of the sale, lease or other disposition of all or any part of the Collateral being soldat any private sale conducted in a commercially reasonable manner, free which shall be conducted at the direction of the Directing Secured Parties. Each party hereto agrees that any private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that neither the Collateral Agent nor the Secured Parties shall have any obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for public sale. The purchase price received by the Collateral Agent on behalf of the Secured Parties in respect of any sale of Collateral shall be deemed conclusive and binding on the parties hereto. Each party hereto hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the obligations owed under the Transaction Documents, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. (d) At the direction of the Directing Secured Parties, the Collateral Agent may retain the services of a financial advisor in connection with any such sale under this Agreement, and the Collateral Agent may retain such a financial advisor prior to an Event of Default if it shall have received the prior written consent of the Directing Secured Parties (such consent not to be unreasonably withheld, delayed or conditioned). The fees and expenses of such financial advisor shall be paid by the Pledgor and shall be deemed part of the Secured Obligations. (e) In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Pledge Agreement with respect to the Collateral and to receive all Distributions which it may be entitled to receive under this Pledge Agreement with respect to the Collateral, from and discharged after the occurrence and during the continuance of an Event of Default, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all trustssuch proxies, claimsdividend payment orders, Distribution payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Pledgor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of such Collateral would be entitled (including giving or withholding written consents of shareholders, partners, members or other equity holders, as the case may be, calling special meetings of shareholders, partners, members or other equity holders, as the case may be, and voting at such meetings), which proxy shall be effective automatically and without the necessity of any action (including any transfer of such Collateral on the record books of the Issuer) by any other Person (including the Issuer or any officer or agent thereof) during each period of time that an Event of Default has occurred and is continuing. The Pledgor acknowledges and agrees that the irrevocable proxy granted to the Collateral Agent by the Pledgor pursuant to the preceding sentence with respect to the Collateral is coupled with an interest and shall be exercisable by the Collateral Agent during each period of time that an Event of Default has occurred and is continuing, regardless of the length of any such period of time. The Pledgor hereby expressly authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that the Issuer shall be fully protected in so complying and (ii) pay any Distributions or other payments with respect to the Collateral directly to the Collateral Agent in compliance with any such instructions. (f) The Pledgor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental entity, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent be liable nor accountable to the Pledgor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (g) The Pledgor agrees to pay all fees, costs and expenses of the Collateral Agent, including, without limitation, attorneys’ fees and costs, incurred in connection with the enforcement of any of its rights and remedies hereunder. This Section 6(g) shall survive the termination or assignment of this Pledge Agreement and the removal or resignation of the Collateral Agent. (h) The Pledgor hereby waives presentment, demand, protest or any notice (to the maximum extent not prohibited by applicable law) of any kind in connection with this Pledge Agreement or any Collateral in accordance with the A&R LPA. (i) The Pledgor agrees that a breach of any covenants contained in this Section 6 will cause irreparable injury to the Collateral Agent and the Secured Parties, that in such event the Collateral Agent and the Secured Parties would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that in such event each and every covenant contained in this Section 6 shall be specifically enforceable against the Pledgor, and 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 the Secured Obligations are not then due and payable. (j) The Secured Parties shall cause the proceeds of any sale, disposition or other realization upon all or any part of the Collateral to be applied to the Secured Obligations in the order prescribed for such Secured Obligations in the A&R LPA. (k) Notwithstanding the foregoing in this Section 6 but without limiting the right of redemption and equities set off or any other rights of the ObligorPurchaser Indemnified Parties, which to the extent that the Pledgor in good faith disputes its obligations with respect to any Indemnified Claim, the Purchaser Indemnified Parties shall not foreclose or cause the foreclosure on the Class B Partnership Units pledged under this Pledge Agreement as a result of such Indemnified Claim until such Indemnified Claim has been settled or adjudicated by a final and non-appealable judgment of a court of competent jurisdiction; provided however, that while the dispute, negotiations, settlement or adjudicating proceedings are hereby waived undergoing, the Pledgor shall reimburse the relevant Purchaser Indemnified Parties (and releasedthe Collateral Agent (if applicable)) for reasonable and documented costs or expenses (including reasonable and documented attorneys’ fees and Expenses) and nothing contained herein shall prevent the Collateral Agent or any Secured Party from foreclosing or causing a foreclosure on the Collateral as a result of an Event of Default on account of Class D Obligations or Advance Facility Obligations.

Rights and Remedies Upon Default. Upon (a) After the occurrence and during the continuance of any Event of Default and at any time thereafterDefault, the Secured Parties Collateral Agent shall have the right to exercise all of the remedies conferred hereunder and under the Loan AgreementNotes, and the Secured Parties Collateral Agent shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsWithout limitation, the Collateral Agent, for the benefit of the Secured Parties Parties, shall have the following rights and powers: (ai) The Secured Parties Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, so long as the same can be accomplished without breach of the peace and the Obligor otherwise in compliance with applicable law, and each Debtor shall assemble the Collateral and make it available to the Secured Parties Collateral Agent at places which the Secured Parties Collateral Agent shall reasonably select, whether at the Obligor's such Debtor’s premises or elsewhere, and make available to the Secured PartiesCollateral Agent, without rent, all of the Obligorsuch Debtor’s respective premises and facilities for the purpose of the Secured Parties Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (bii) The Secured Parties Upon notice to the Debtors by Collateral Agent, all rights of each Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Collateral Agent shall have the right to receive, for the benefit of the Secured Parties, any interest, cash dividends or other payments on the Collateral and, at the option of Collateral Agent, to exercise in such Collateral Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Collateral Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as if it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries. (iii) The Collateral Agent shall have the right to seek an Order from a court appointing a Trustee to operate the business of the Obligor each Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future fumre delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties may deem are commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer or disposition of Collateral, the Collateral Agent, for the benefit of the Secured Parties Parties, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Obligorany Debtor, which are hereby waived and released, (iv) The Collateral Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts to make payments directly to the Collateral Agent, on behalf of the Secured Parties, and to enforce the Debtors’ rights against such account debtors and obligors. (v) The Collateral Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial Intermediary or any other person or entity holding any investment property to transfer the same to the Collateral Agent, on behalf of the Secured Parties, or its designee. (vi) The Collateral Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Collateral Agent or any purchaser of any Collateral. (b) The Collateral Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral, The Collateral Agent may sell the Collateral without giving any wan-antics and may specifically disclaim such warranties. If the Collateral Agent sells any of the Collateral On credit, the Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Collateral Agent’s rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (c) If any notice to Debtor of the sale or other disposition of Collateral is required by then applicable law, five (5) business days prior written notice (which Debtor agree is reasonable notice within the meaning of Section 9,612(a) of the Uniform Commercial Code) shah be given to Debtor of the time and place of any sale of Collateral. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. (d) For the purpose of enabling the Collateral Agent to further exercise rights and remedies under this Section S or elsewhere provided by agreement or applicable law, each Debtor hereby grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, license or sublicense during the continuance of an Event of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to al: computer soft-wxxx and programs used for the compilation or printout thereof 10 Securities Law Provision. Each Debtor recognizes that Collateral Agent may be limited in its ability to effect a sale to the public of all or part of the Pledged Securities by reason of certain prohibitions in the Securities Act of :933, as amended, or other federal or state securities laws (collectively, the “Securities Laws”). and may reasonably be obliged to resort to one or more sales to a restricted group of purchasers who may be required to agree to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Debtor agrees that sales so made•may be at prices and on terms less favorable than if the Pledged Securities were sold to the public, and that Collateral Agent has no obligation to delay the sale of any Pledged Securities for the period of time necessary to register the Pledged Securities for sale to the public under the Securities Laws. Each Debtor shall cooperate with Collateral Agent in its attempt to satisfy any requirements under the Securities Laws (including, without limitation, registration thereunder if requested by Collateral Agent) applicable to the sale of the Pledged Securities by Collateral Agent.

Rights and Remedies Upon Default. Upon or at any time after the occurrence of any Event one or more of Default and at any time thereafterthe events of default specified in paragraph 3 hereof, the Secured Parties shall have the right to exercise all of the remedies conferred hereunder Indebtedness shall, at the option of the Lending Parties and under the Loan Agreementwithout any notice to or demand upon Debtor of any kind (all of which Debtor hereby expressly waives), become immediately due and payable, and the Secured Parties Agent shall thereupon have and may exercise from time to time any and all the rights and remedies of afforded to a secured party under the UCC and/or Uniform Commercial Code as adopted and in force in the State of Georgia, together with every right and remedy available to Agent under any other applicable law (including law. In addition to, and without limiting the Uniform Commercial Code generality of any jurisdiction in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest and Additional Lenders’ Interestsforegoing, the Secured Parties Agent shall have the following rights and powersremedies upon and at any time after the occurrence of any such event of default: a. The right at any time to notify any account debtor on any Collateral to make all payments owing to Debtor directly to Agent for application to the Indebtedness and to collect all amounts owing from any such account debtor; b. The right at any time or times, without advertisement or publication (a) The Secured Parties unless required by law), to sell, lease or otherwise dispose of any or all of the Collateral at public or private sale, for cash, upon credit or upon such other terms as Agent deems advisable in its sole discretion, or otherwise to realize upon the whole or from time to time any part of the Collateral in which Agent shall have a security interest hereunder, Debtor remaining liable for any deficiency. The Lending Parties may bid and be the purchaser at any such sale if permitted by law; c. The right to conduct any such sales of Collateral on Debtor's premises or elsewhere and the right to take possession of the Collateral anduse Debtor's premises without charge for such time or times as Agent may see fit; d. The right to require Debtor, for that purposeat Debtor's expense, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Obligor shall to assemble the Collateral and make it available to Agent at a place reasonably convenient to both parties (and, for purposes hereof, Debtor stipulates that Agent shall be entitled to the Secured Parties at places which the Secured Parties shall reasonably selectremedy of specific performance). Alternatively, whether at the ObligorAgent may peaceably by its own means or with judicial assistance enter Debtor's premises and take possession of the Collateral or elsewheredispose of the Collateral on Debtor's premises without resistance or interference by Debtor; e. The right to incur reasonable attorney's fees and expenses in exercising any of the rights, remedies, powers or privileges provided hereunder, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right (but not the obligation) to operate pay, satisfy and discharge, or to bond, deposit or indemnify against, any tax or other lien which in the business opinion of the Obligor using the Collateral and shall have the right Agent or its counsel may in any manner or to assign, sell, lease or otherwise dispose of and deliver all or any part extent be a lien upon any of the Collateral, at public or private all of which fees, payments and expenses shall become part of Agent's expenses of retaking, holding, preparing for sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or placesthe like, and upon such terms and conditions as the Secured Parties may deem commercially reasonable, all without (except as shall be required by applicable statute added to and cannot be waived) advertisement or demand upon or notice to the Obligor or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any become a part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities principal amount of the ObligorIndebtedness; and f. The right to apply the proceeds realized from any collection, which sale, lease or other disposition of the Collateral first to the costs, expenses and reasonable attorneys' fees incurred by Agent in the collection of any Indebtedness or in connection with the repossession, preparation for sale, protection, removal, storage, sale and delivery of the Collateral; secondly, to interest due upon the principal amount of the Indebtedness; and thirdly, to the principal amount of the Indebtedness. If any deficiency shall arise, Debtor shall remain bound and liable to the Lending Parties therefor. Neither Agent nor Lenders shall be liable or responsible to Debtor in any way for the safeguarding of any of the Collateral, for any loss or damage thereto, for any diminution in the value thereof, or for any act or default of any carrier, warehouseman, forwarding agency, or other person whomsoever, but the same shall be at all times at Debtor's risk. All rights, remedies, powers, and privileges of Agent hereunder are hereby waived cumulative and releasednot alternative, and may be exercised concurrently or seriatim, and are in addition to and not in lieu of any other rights of Agent at law, in equity, under statute or under any other agreement with Debtor.

Rights and Remedies Upon Default. Upon occurrence It shall be an “Event of Default” hereunder if any Event of Default (as defined in the Securities Purchase Agreement) shall occur. If any Event of Default shall have occurred and at any time thereafterbe continuing, the Secured Parties Collateral Agent shall have the right following rights and remedies as set forth in this Section 7: (a) If any Event of Default shall occur and be continuing, the Collateral Agent may exercise in addition to exercise all of other rights and remedies granted to it under this Agreement, the remedies conferred hereunder Securities Purchase Agreement, the Guaranty, the other Transaction Documents and under the Loan Agreementany other instrument or agreement securing, and evidencing or relating to the Secured Parties shall have Obligations, all the rights and remedies of a secured party under the UCC and/or and other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other applicable law Person (including the Uniform Commercial Code all and each of any jurisdiction in which any Collateral is then located). Subject only demands, advertisements and notices are hereby expressly waived to the Xxxxxxxxx Interest maximum extent permitted by the UCC and Additional Lenders’ Interestsother applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the Secured Parties shall have manner provided herein) the following rights Collateral, and powers: (a) The Secured Parties shall have in connection with the right to take possession liquidation of the Collateral andand collection of the accounts receivable pledged as Collateral, for that purposeuse any Trademark, enterCopyright, with the aid or process used or owned by such Grantor, and assistance of any person(ii) forthwith collect, any premises where receive, appropriate and realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably selectlease, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker’s board or stipulationsat any of the Collateral Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. To the extent any Grantor has the right to do so, such Grantor authorizes the Collateral Agent, on the terms set forth in this Section 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contact, or compromise any encumbrance, charge, or lien which, in the opinion of the Collateral Agent, appears to be prior or superior to its security interest. The Collateral Agent or any other Secured Party shall have the right upon any such parcel public sale or parcels sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at the Collateral Agent’s request, to assemble its Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such time Grantor’s premises or times elsewhere. The Collateral Agent and at the other Secured Parties shall apply the net proceeds of any such place collection, recovery, receipt, appropriation, realization or placessale as provided in Section 7(h) below, with each Grantor remaining jointly and severally liable for any deficiency remaining unpaid after such application, and upon only after so paying over such terms net proceeds and conditions after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Collateral. Each Grantor agrees that the Collateral Agent need not give more than ten (10) days’ notice (which notification shall be deemed given if sent in care of the Company in accordance with paragraph 13H of the Securities Purchase Agreement) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which the Collateral Agent and the other Secured Parties are entitled from such Grantor, such Grantor also being liable for the attorneys’ fees and expenses of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency. (b) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (as so amended the “Act”), the Collateral Agent may, in its discretion (subject only to applicable Requirements of Law), sell such Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable, but subject to the other requirements of this Section 7(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Collateral Agent may, in its sole discretion: (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 7(b), if any of such Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Collateral Agent may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (c) Each Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Collateral Agent nor any other Secured Party be liable nor accountable to such Grantor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (d) Each Grantor also agrees to pay all fees, costs, and reasonable expenses of the Collateral Agent or any of the other Secured Parties, including reasonable attorneys’ fees and expenses, incurred in connection with the enforcement of any of its rights and remedies hereunder. (e) Upon the Collateral Agent’s request, each Grantor agrees that it will promptly execute assignments of its entire right, title and interest in and to each its Patents, Trademarks, Copyrights, and Licenses. Such assignments shall be in form and content which is recordable in the United States Patent and Trademark Office or Copyright Office, or any similar office or agency in any other country or any political subdivision thereof, as applicable, and otherwise reasonably acceptable to the Collateral Agent. (f) Except as otherwise expressly permitted herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral. (g) Each Grantor agrees that a breach of any covenants contained in this Section 7 will cause irreparable injury to the Collateral Agent, on behalf of itself and the other Secured Parties, that in such event the Collateral Agent and the other Secured Parties may deem commercially reasonablewould have no adequate remedy at law in respect of such breach and, all without (except as a consequence, agrees that in such event each and every covenant contained in this Section 7 shall be required by applicable statute specifically enforceable against such Grantor, and caneach Grantor hereby waives and agrees not be waivedto assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable. (h) advertisement or demand upon or notice to the Obligor or right The Proceeds of redemption of the Obligor, which are hereby expressly waived. Upon each such any sale, lease, assignment disposition or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase realization upon all or any part of the Collateral being sold, free from and discharged shall be distributed by the Collateral Agent in the following order of all trusts, claims, right of redemption and equities of the Obligor, which are hereby waived and released.priorities:

Rights and Remedies Upon Default. Upon occurrence of (a) If any Event of Default shall occur and at any time thereafterbe continuing, the Secured Parties shall have the right Lender may exercise, in addition to exercise all of the other rights and remedies conferred hereunder granted to it under this Guaranty and under Security Agreement, the Loan Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Parties shall have Obligations, all the rights and remedies of a secured party under the UCC and/or or any other applicable law (including law. Without limiting the Uniform Commercial Code generality of the foregoing, each Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any jurisdiction in kind (except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other person (all and each of which any Collateral is then located). Subject only demands, presentments, protests, advertisements and notices are hereby expressly waived to the Xxxxxxxxx Interest maximum extent permitted by the UCC and Additional Lenders’ Interestsother applicable law), may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, ship, advertise for sale or lease and sell or lease (in the Secured Parties shall have manner provided for herein) the following rights Collateral, and powers: (a) The Secured Parties shall have the right to take possession in connection with liquidation of the Collateral andand collection of the accounts receivable pledged as Collateral; and (ii) forthwith collect, for that purposereceive, enter, with the aid appropriate and assistance of any person, any premises where realize upon the Collateral, or any part thereof, is or and/or may be placed and remove the sameforthwith sell, and the Obligor shall assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably selectlease, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special broker's board or at any of Lender's offices or elsewhere upon such terms and conditions or stipulationsas it may deem advisable and at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. Each Grantor authorizes Lender, on the terms set forth in such parcel or parcels and at such time or times and at such place or placesthis SECTION 7, and upon such terms and conditions as to enter the Secured Parties may deem commercially reasonablepremises where the Collateral is located, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor or right of redemption take possession of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which, in the opinion of Lender, appears to be prior or superior to its security interest. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral being so sold, free from of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at Lender's request, to assemble the Collateral and discharged make it available to Lender at places which Lender shall reasonably select, whether at such Grantor's premises or elsewhere. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in the Loan Agreement, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9504(1)(c) of the UCC, need Lender account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all trusts, claims, right of redemption damages, and equities demands against Lender arising out of the Obligorrepossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Lender. Each Grantor agrees that Lender need not give more than ten (10) days' prior written notice (which are hereby waived notification shall be deemed given in accordance with the Loan Agreement) of the time and released.place of any public sale or of the time after which a private sale may take place and that such notice is reasonable

Rights and Remedies Upon Default. Upon occurrence of any (a) If an Event of Default shall have occurred and at any time thereafterbe continuing, the Secured Parties shall have Bank may, without notice to or demand upon the right Borrower, declare this Agreement to exercise all of the remedies conferred hereunder and under the Loan Agreementbe in default, and the Secured Parties Bank shall thereafter have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Subject only to the Xxxxxxxxx Interest and Additional Lenders’ InterestsCode, the Secured Parties shall have the following rights and powers: (a) The Secured Parties shall have including, without limitation, the right to take possession of the Collateral andCollateral, and for that purposepurpose the Bank may, enterso far as the Borrower can give authority therefor, with the aid and assistance of any person, enter upon any premises where on which the Collateral, or any part thereof, is or Collateral may be placed situated and remove the same, and same therefrom. The Bank may in its discretion require the Obligor shall Borrower to assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably select, whether at the Obligor's premises or elsewhere, and make available to the Secured Parties, without rent, all of the Obligor’s respective premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Parties shall have the right to operate the business of the Obligor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Obligor or right of redemption of the Obligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities at such location or locations within the state(s) of the ObligorBorrower's principal office(s) or at such other locations as the Bank may designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Bank shall give to the Borrower at least seven (7) Business Days prior written notice of the time and place of any public sale of Collateral or of the time after which are any private sale or any other intended disposition is to be made. The Borrower hereby waived acknowledges that seven (7) Business Days' prior written notice of such sale or sales shall be reasonable notice. In addition, the Borrower waives any and releasedall rights that it may have to a judicial hearing in advance of the enforcement of any of the Bank's rights hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights with respect thereto. The Borrower agrees to pay on demand all costs and expenses (including reasonable attorneys' fees) incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party's rights with respect to the Obligations or any Collateral. After deducting all such costs and expenses (including legal costs and reasonable attorneys' fees) and all other charges against the Collateral, the residue of the proceeds of collection or sale of the Collateral shall be applied to the payment of any and all loans made by the Secured Party to the Borrower hereunder and any and all other liabilities hereby secured, due or to become due, in such order of preference as the Secured Party may determine, proper allowance for interest on liabilities not then due being made, and, unless otherwise provided by law, any surplus shall be returned to the Borrower. All of the Secured Party's rights and remedies, whether evidenced hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised separately or concurrently.