Common use of Rights and Remedies Upon Event of Default Clause in Contracts

Rights and Remedies Upon Event of Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or its designees may (i) deliver a Notice of Exclusive Control to the Deposit Bank under the Control Agreement; (ii) take control of the Proceeds of any Collateral; (iii) without limiting Section 8.2, exercise any consensual or voting rights in respect of the Collateral; (iv) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; and (v) endorse the name of any Loan Party upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may, subject to Section 8.4(c), forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party 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 the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released. Each Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Loan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 8.4 with respect to any Collateral, after deducting all reasonable out-of- pocket costs and expenses incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements of outside counsel, to the payment in whole or in part of the Obligations, in the order specified in Section 8.3. To the extent permitted by applicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 3 days before such sale or other disposition. (b) Each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Obligations remain unpaid, other than any contingent indemnification or reimbursement obligations for which no claim giving rise thereto has been asserted), with power of substitution, in the name of the Administrative Agent or in the name of a Loan Party or otherwise, for the use and benefit of the Administrative Agent for the benefit of the Secured Parties. (c) Notwithstanding any other provision of this Agreement, the Secured Parties agree that following the occurrence of an Event of Default (other than an Event of Default of the type specified in Section 7.1(f) or Section 7.1(k)) and so long as each of the Borrower and Guarantor are complying with Section 5.9 and causing all Collections to be applied to the Obligations in accordance with Section 8.3(a), the Secured Parties shall for the Pledge Holding Period delay, or, if (i) such Event of Default is cured by any of the Loan Parties prior to the earlier to occur of (x) the end of the Pledge Holding Period or (y) the acceleration of the Loans pursuant to the terms of this Agreement or (ii) the Borrower repays all Obligations (whether prior to or following acceleration of the Loans pursuant to the terms of this Agreement) or no Obligations are outstanding (other than, in either case, contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted), refrain from, exercising any of their rights and remedies with regards to the portion of Collateral constituting Pledged Stock, including, but not limited to, their right to sell or otherwise dispose of, right to vote, consensual rights and other rights. “Pledge Holding Period” means an initial period of thirty (30) days following the earlier to occur of (i) the date any of Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx or any successor thereto in respect of the position(s) held by any such Person in respect of any of the Loan Parties has actual knowledge (as distinguished from imputed or constructive and without duty of further inquiry or investigation) of an Event of Default, and (ii) the Administrative Agent notifies the Borrower of the occurrence of an Event of Default, plus up to four (4) additional twenty (20) day increments thereafter, so long as immediately prior to each such extension the Borrower or the Guarantors have repaid an amount equal to ten percent (10%) of the amount of the Obligations outstanding on the initial date of such Event of Default whether before or after acceleration of the Loans pursuant to the terms of this Agreement; provided, however, that any Pledge Holding Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date.

Rights and Remedies Upon Event of Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or its designees may Default as specified in clause (i) deliver a Notice of Exclusive Control to the Deposit Bank under the Control Agreement; (ii) take control of the Proceeds of any Collateral; (iiidefinition thereof in Section 1(b) without limiting Section 8.2, exercise any consensual or voting rights in respect of the Collateral; (iv) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; and (v) endorse the name of any Loan Party upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuinghereof, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may, subject to Section 8.4(c), forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party Pledgee 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 the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived rights and released. Each Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Loan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 8.4 with respect to any Collateral, after deducting all reasonable out-of- pocket costs and expenses incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements of outside counsel, to the payment in whole or in part of the Obligations, in the order specified remedies provided in Section 8.3. To the extent permitted by applicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 3 days before such sale or other disposition11(a) hereof. (b) Each Loan Party Upon the occurrence and during the continuance of any other Event of Default (in addition to any remedy provided to a secured creditor upon default under Articles 8 or 9 of the New York Uniform Commercial Code): (i) The Pledgee shall have the right to receive, endorse, assign or deliver in its own name or the name of the Pledgor any and all checks, drafts and other instruments for the payment of money relating to or constituting part of the Collateral and the Pledgor hereby waives notice of presentment, protest and nonpayment of any instrument so endorsed. In furtherance of the foregoing, the Pledgor hereby irrevocably appoints the Administrative Agent as Pledgee, or any of its officers or designees, the Pledgor’s lawful attorney-in-fact (which appointment being coupled with an interest is irrevocable while without requiring any of the Obligations remain unpaid, other than any contingent indemnification or reimbursement obligations for which no claim giving rise thereto has been assertedthem so to act), with power of substitution, in the name of the Administrative Agent or in Pledgor (i) to endorse the name of a Loan Party or otherwise, for the use and benefit Pledgor upon any of the Administrative Agent Collateral, including Proceeds; (ii) to demand, collect, receive payment of, receipt for the benefit and give discharges and releases of any of the Secured Parties. Collateral; (ciii) Notwithstanding to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on any of the Collateral or to enforce any rights in respect thereof; (iv) to initiate, settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to any of the Collateral; and (v) to sell, transfer, assign, discount, negotiate or otherwise deal in (in a commercially reasonable manner) all or any portion of the Collateral or Proceeds and generally to perform all other provision acts necessary or desirable to realize on, and obtain the benefits of, the Collateral and otherwise to carry out the intention of this Agreement, as fully and effectively as though the Secured Parties agree Pledgee were the absolute owner thereof, and the Pledgor hereby ratifies and confirms all that following the occurrence Pledgee shall do by virtue of an Event this appointment. In any action hereunder, the Pledgee shall be entitled to the appointment of Default (other than an Event a receiver to take possession of Default all or any portion of the type specified in Section 7.1(f) Collateral. The Pledgee shall not be responsible or Section 7.1(k)) and so long as each liable for any loss or destruction of all or any part of the Borrower Collateral unless the same shall happen through gross negligence or willful misconduct of the Pledgee. The Pledgee shall not, under any circumstances, absent its gross negligence or willful misconduct, have any liability for any error or omission made in the settlement, collection or payment or other disposition of any or all of the Collateral or of any instrument received in payment therefor. The costs of collection, sale or other disposition, notification and Guarantor are complying enforcement, including but not limited to reasonable counsel fees and disbursements, shall be borne solely, or reimbursed to the Pledgee by, the Pledgor. (ii) The Pledgee, with Section 5.9 and causing all Collections or without taking possession, may sell or cause to be applied to the Obligations sold, in one or more sales (which shall be conducted in a commercially reasonable manner in accordance with Section 8.3(alaw), at such price as the Secured Parties shall Pledgee may deem adequate, and for the Pledge Holding Period delaycash or on credit or for future delivery, orwith or without assumption of any credit risk, if (i) such Event of Default is cured by all or any portion of the Loan Parties prior to the earlier to occur Collateral, at a public or private sale, without demand of (x) the end of the Pledge Holding Period performance or (y) the acceleration of the Loans pursuant to the terms of this Agreement notice or (ii) the Borrower repays all Obligations (whether prior to or following acceleration of the Loans pursuant to the terms of this Agreement) or no Obligations are outstanding (other than, in either case, contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted), refrain from, exercising any of their rights and remedies with regards to the portion of Collateral constituting Pledged Stock, including, but not limited to, their right intention to sell or otherwise dispose ofof time or place of sale, and the Pledgee may be the purchaser of all or any portion of the Collateral so sold. The purchaser(s) at any such sale shall thereafter hold the same absolutely, free from any claim or right of whatever kind, including any equity of redemption, of the Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Pledgee shall under no circumstances incur any liability as a result of the sale of the Collateral or any part thereof, at any sale conducted in accordance with the foregoing. The Pledgor hereby waives any claims against the Pledgee arising by reason of the fact that the price at which the Collateral may have been sold at any commercially reasonable private sale was less than the price which might have been obtained at a public sale or was less than the then total unpaid Obligations. (iii) The Pledgor recognizes that the Pledgee may not deem it desirable to voteeffect a public sale of any or all of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, consensual rights as amended (the “Securities Act”), and applicable state securities laws or otherwise, but may deem it desirable to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such Securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other rights. “Pledge Holding Period” means an initial period of thirty (30) days following terms less favorable to the earlier to occur of (i) the date any of Xxxxxxx Xxxxxxxxxseller than if such sale were a public sale, Xxxxxx Xxxxxxxand, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx or any successor thereto in respect of the position(s) held by notwithstanding such circumstances, agrees that any such Person private sale shall be deemed to have been made in respect a commercially reasonable manner. The Pledgee shall be under no obligation to delay a sale of any of the Loan Parties has actual knowledge (as distinguished from imputed Pledged Securities for the period of time necessary to permit the Pledgor to register such Pledged Securities for public sale under the Securities Act, or constructive and without duty of further inquiry or investigation) of an Event of Defaultunder applicable state securities laws, and (ii) even if the Administrative Agent notifies the Borrower of the occurrence of an Event of Default, plus up Pledgor would agree to four (4) additional twenty (20) day increments thereafter, so long as immediately prior to each such extension the Borrower or the Guarantors have repaid an amount equal to ten percent (10%) of the amount of the Obligations outstanding on the initial date of such Event of Default whether before or after acceleration of the Loans pursuant to the terms of this Agreement; provided, however, that any Pledge Holding Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Datedo so.

Rights and Remedies Upon Event of Default. (a) Upon the occurrence occurrence, and during the continuance continuation, of an Event of DefaultDefault (as defined in the Secured Promissory Note), Lender (at its election but without notice of its election and without demand) may, except to the Administrative Agent extent otherwise expressly provided or its designees may required below, do any one or more of the following, all of which are authorized by the Company. For purposes of this Agreement, references to the Uniform Commercial Code means the Uniform Commercial Code as in effect in the State of Washington, (i) deliver a Notice Proceed directly and at once, without notice, against the Company to collect and recover the full amount or any portion of Exclusive Control to the Deposit Bank under Obligations, or against any security or collateral for the Control Agreement; Obligations (ii) take control Without notice to the Company (such notice being expressly waived), and without constituting a retention of any collateral in satisfaction of an obligation (within the meaning of Section 9505 of the Proceeds Uniform Commercial Code), set off and apply to the Obligations any and all (i) balances and deposits of the Company held by Lender, or (ii) indebtedness at any Collateral; time owing to or for the credit or the account of the Company held by Lender; (iii) without limiting Section 8.2Hold or cause to be held, as cash collateral, any and all balances and deposits of the Company held by Lender to secure the full and final repayment in cash of all of the Obligations; (iv) May exercise any consensual or voting rights in respect of the Collateral; , in addition to other rights and remedies provided for herein and in the Note or otherwise available to it, all the rights and remedies available to it at law (ivincluding those of a secured party under the Uniform Commercial Code) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; and in equity. (v) endorse Without notice or demand, make such payments and do such acts as Lender considers necessary or reasonable to protect its security interest in the name of any Loan Party upon any items of payment relating Collateral. The Company agrees to assemble the Collateral or upon any proof if Lender so requires, and to make the Collateral available to Lender as Lender may designate. The Company authorizes Lender to enter the premises where the Collateral is located, to take and maintain possession of claim in bankruptcy against an account debtor. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereofof it, and/or mayand to pay, subject to Section 8.4(c), forthwith sell, lease, assign, give option or options to purchase, contest, or otherwise dispose of compromise any encumbrance, charge, or lien which is prior or superior to its security interest and deliver the Collateral to pay all expenses incurred in connection therewith. (vi) Sell all or any part thereof (or contract to do any of the foregoing)Collateral at either a public or private sale, in or both, by way of one or more parcels at public contracts or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem besttransactions, for cash or on credit or for future delivery without assumption terms, in such manner and at such places (including the Company’s premises) as is commercially reasonable. It is not necessary that the Collateral be present at any such sale. The Company hereby agrees that 30 days’ notice of any credit riskintended sale or disposition of the Collateral is reasonable. The Administrative Agent or any Secured Party 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 the Collateral so sold, free of any right or equity of redemption in any Loan Partythe Company, which right or equity is hereby waived and released. Each Loan Party further agrees, at the Administrative Agent’s request, or released to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Loan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 8.4 with respect to any Collateral, after deducting all reasonable out-of- pocket costs and expenses incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements of outside counsel, to the payment in whole or in part of the Obligations, in the order specified in Section 8.3. To the extent permitted by applicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be ; Except as required by law, such notice shall be deemed reasonable and proper if given at least 3 days before such sale Lender may take any or other disposition. (b) Each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any all of the Obligations remain unpaidforegoing action without demand, other than presentment, protest, advertisement or notice of any contingent indemnification kind to or reimbursement obligations for which no claim giving rise thereto has been asserted), with power of substitution, in upon the name of the Administrative Agent Company or in the name of a Loan Party or otherwise, for the use and benefit of the Administrative Agent for the benefit of the Secured Parties. (c) Notwithstanding any other provision person. The rights and remedies of Lender under this Agreement, the Secured Parties agree that following Note, and all other agreements shall be cumulative. Lender shall have all other rights and remedies not inconsistent herewith as provided under the occurrence Uniform Commercial Code, by law, or in equity. No exercise by Lender of one right or remedy shall be deemed an election, and no waiver by Lender of any Event of Default (other than an Event of Default of the type specified in Section 7.1(f) or Section 7.1(k)) and so long as each of the Borrower and Guarantor are complying with Section 5.9 and causing all Collections to be applied to the Obligations in accordance with Section 8.3(a), the Secured Parties shall for the Pledge Holding Period delay, or, if (i) such Event of Default is cured by any of the Loan Parties prior to the earlier to occur of (x) the end of the Pledge Holding Period or (y) the acceleration of the Loans pursuant to the terms of this Agreement or (ii) the Borrower repays all Obligations (whether prior to or following acceleration of the Loans pursuant to the terms of this Agreement) or no Obligations are outstanding (other than, in either case, contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted), refrain from, exercising any of their rights and remedies with regards to the portion of Collateral constituting Pledged Stock, including, but not limited to, their right to sell or otherwise dispose of, right to vote, consensual rights and other rights. “Pledge Holding Period” means an initial period of thirty (30) days following the earlier to occur of (i) the date any of Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx or any successor thereto in respect of the position(s) held by any such Person in respect of any of the Loan Parties has actual knowledge (as distinguished from imputed or constructive and without duty of further inquiry or investigation) of an Event of Default, and (ii) the Administrative Agent notifies the Borrower of the occurrence of an Event of Default, plus up to four (4) additional twenty (20) day increments thereafter, so long as immediately prior to each such extension the Borrower or the Guarantors have repaid an amount equal to ten percent (10%) of the amount of the Obligations outstanding on the initial date of such Event of Default whether before Company’s part shall be deemed a continuing waiver. No delay by Lender shall constitute a waiver, election, or after acceleration of the Loans pursuant to the terms of this Agreement; provided, however, that any Pledge Holding Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Dateacquiescence by it.

Rights and Remedies Upon Event of Default. (a) Upon Lender shall have any and all remedies existing at law or in equity, and shall have the right, at its sole option, at any time upon the occurrence and during the continuance of an Event of Default, to exercise any or all of such remedies concurrently, successively, or separately, without notice to Borrower (unless specifically stated herein). Without limiting the Administrative Agent foregoing or any other remedies hereunder or in any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, Lender may, at its designees may election, and without notice and without demand, requirements of which Borrower expressly waives, do any one or more of the following, all of which are authorized by Borrower: (iA) deliver a Notice Declare all Obligations (including Obligations under each Note) immediately due and payable; (B) Proceed by court action to enforce performance by Borrower of Exclusive Control the covenants and terms of this Agreement or any other Transaction Document; (C) Immediately and without legal proceedings or notice to Borrower or liability for Lender, enter the premises, take possession of, disable, or remove and retain the Equipment or any or all other Collateral (any such taking shall not terminate this Agreement and full and complete license to do so being hereby expressly granted by Borrower to Lender) and realize upon any of the Collateral, including, to the Deposit Bank extent permitted by law: (1) leasing, selling or disposing of the Collateral at either a public or private sale for credit or cash at such price as Lender may select (at which sale Lender may be the purchaser) and with or without the Collateral being present; (2) applying the proceeds of any sale or other disposition of the Collateral first to the payment of all expenses of Lender in repossessing, keeping, removing, and disposing of the Collateral, including a reasonable commission for selling, the expenses of liquidating any items, the costs of satisfying any claims upon the Collateral and all expenses for necessary or desirable repairs, all court costs and Attorneys' Fees if any are incurred (or allowed by statute and at the highest rate allowable); then, to the reimbursement of Lender for the amount of any Obligations of Borrower paid or discharged by Lender pursuant to the provisions of this Agreement, and of any expenses of Lender payable by Borrower hereunder; then to the satisfaction of the Obligations in such order as Lender shall elect; any surplus to be paid to Borrower or otherwise as required by law and if the proceeds from the disposition of the Collateral shall fail to satisfy all amounts due to Lender hereunder Borrower shall be liable for any deficiency; and (3) at its option and in lieu of sale or other disposition, retaining the Collateral in full or partial satisfaction of all obligations hereunder, upon giving any notice required by law. In addition, Borrower expressly gives to Lender and each of its respective agents or individuals appointed by Lender, permission and full authorization to enter into its premises or to any other place where the Equipment and the Collateral is located as to execute or perform all of the actions and steps necessary to take possession of, disable or remove the Equipment and/or any or all other Collateral upon the occurrence of an Event of Default by Borrower; (D) With or without taking possession of the Collateral, take legal proceedings for: (1) the specific performance of any covenant or agreement contained herein or in any other Transaction Document, or the execution of any right or power granted herein or therein; (2) foreclosure under this Agreement or under any other Transaction Document; (3) the sale, under the Control Agreement; (ii) take control of the Proceeds judgment or decree of any Collateral; (iii) without limiting Section 8.2court of competent jurisdiction, exercise of all or any consensual or voting rights in respect part of the Collateral; (iv4) institute and prosecute legal and equitable proceedings to enforce collection of, the appointment of a receiver or realize upon, receivers of all or any part of the Collateral pending any foreclosure hereunder or the sale or other disposition of all or any part of the Collateral, by any court of competent jurisdiction or under executory or other legal process; (5) the recovery of the unpaid balance of Borrower's Indebtedness under this Agreement, or any other Transaction Document or of any other Obligations of the Borrower; and (v6) endorse the name enforcement of any Loan Party upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Loan Party appropriate remedy under this Agreement or any other Person Transaction Document; (E) Require Borrower to assemble all records and each all documents which comprise any Collateral or evidence ownership or disposition of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or mayand to make them available to Lender at any place designated by Lender and convenient to Lender; (F) As Borrower's attorney-in-fact, subject to Section 8.4(c)request any information concerning the Collateral and further endorse or sign withdrawal documents, forthwith sell, lease, assign, give option or options to purchasechecks, or otherwise dispose of and deliver the Collateral other instruments in Borrower's name necessary or any part thereof (desirable to withdraw, cash in, remove or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party 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 transfer all or any part of the Collateral so sold, free (whether or not any early withdrawal or similar penalty will be payable thereupon) into Lender's name or the name of any right its nominee or equity of redemption in any Loan Party, which right or equity is hereby waived and released. Each Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available payable to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Loan Party’s premises order of Lender or elsewhere. The Administrative Agent shall apply the net proceeds of its nominee and to cause new documents or instruments evidencing all or any action taken by it pursuant to this Section 8.4 with respect to any Collateral, after deducting all reasonable out-of- pocket costs and expenses incurred in connection therewith or incidental to the care or safekeeping of any part of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements of outside counsel, to the payment in whole or in part of the Obligations, in the order specified in Section 8.3. To the extent permitted by applicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 3 days before such sale or other disposition. (b) Each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Obligations remain unpaid, other than any contingent indemnification or reimbursement obligations for which no claim giving rise thereto has been asserted), with power of substitution, issued in the name of Lender or its nominee; (G) Freeze, hold or set off all or any part of the Administrative Agent or Collateral maintained by Borrower and in the name case of a Loan Party set off, apply all or otherwise, for the use and benefit any part of the Administrative Agent for the benefit Collateral in repayment of the Secured Parties.Obligations; and (cH) Notwithstanding Exercise any and all other provision of this Agreement, the Secured Parties agree that following the occurrence of an Event of Default (other than an Event of Default of the type specified in Section 7.1(f) or Section 7.1(k)) and so long as each of the Borrower and Guarantor are complying with Section 5.9 and causing all Collections to be applied to the Obligations in accordance with Section 8.3(a), the Secured Parties shall for the Pledge Holding Period delay, or, if (i) such Event of Default is cured by any of the Loan Parties prior to the earlier to occur of (x) the end of the Pledge Holding Period or (y) the acceleration of the Loans pursuant to the terms of this Agreement or (ii) the Borrower repays all Obligations (whether prior to or following acceleration of the Loans pursuant to the terms of this Agreement) or no Obligations are outstanding (other than, in either case, contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted), refrain from, exercising any of their rights and remedies with regards to of a secured party under the portion applicable UCC or other codes or Applicable Law governing the perfection, priority or enforcement of security interests where the Collateral constituting Pledged Stock, including, but not limited to, their right to sell or otherwise dispose of, right to vote, consensual rights and other rights. “Pledge Holding Period” means an initial period of thirty (30) days following the earlier to occur of (i) the date any of Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx or any successor thereto in respect of the position(s) held by any such Person in respect of any of the Loan Parties has actual knowledge (as distinguished from imputed or constructive and without duty of further inquiry or investigation) of an Event of Default, and (ii) the Administrative Agent notifies the Borrower of the occurrence of an Event of Default, plus up to four (4) additional twenty (20) day increments thereafter, so long as immediately prior to each such extension the Borrower or the Guarantors have repaid an amount equal to ten percent (10%) of the amount of the Obligations outstanding on the initial date of such Event of Default whether before or after acceleration of the Loans pursuant to the terms of this Agreement; provided, however, that any Pledge Holding Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Dateis located.

Rights and Remedies Upon Event of Default. (a) Upon the occurrence and during of any default under any of the continuance Loan Documents or in connection with any of the Obligations that continues beyond any applicable cure period or (an "Event of Default"), the Administrative Agent or its designees may (i) deliver Lender shall have all rights and remedies afforded to a Notice of Exclusive Control to the Deposit Bank secured party under the Control Agreement; (ii) take control Uniform Commercial Code as adopted and in force in the State of the Proceeds of Florida and under any Collateral; (iii) over applicable law. In addition to, and without limiting Section 8.2, exercise any consensual or voting rights in respect of the Collateral; (iv) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; and (v) endorse the name of any Loan Party upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may, subject to Section 8.4(c), forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, Lender shall have the following rights and remedies: (a) The right at any time or times, without public advertisement or publication (unless required by law), to sell 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 Lender deems advisable in its sole discretion, or otherwise to realize upon the whole or from time to time any such private part of the Collateral. At any sale or salessales of the Collateral, to Lender or any person acting on its behalf or behalf of its successors or assigns may bid for and purchase the whole or any part of the Collateral so soldand, free upon compliance with the terms of such sale, may hold, exploit and dispose of the Collateral without further accountability to Pledgor (except the Lender or its successors or assigns must account for the proceeds of any such sale or sales). Any purchaser at such sale shall be entitled to fully vote the shares of stock comprising the Collateral acquired, to elect officers and directors, and in all respects to become the owners of the shares of stock so acquired; (b) The right to incur reasonable attorneys' fees and expenses in exercising any of the rights, remedies, powers or equity privileges provided hereunder, and the right (but not the obligation) to pay, satisfy and discharge, or to bond, deposit or indemnify against, any tax or other lien which in the opinion of redemption Lender or its counsel may in any Loan Partymanner or to any extent be a lien upon any of the Collateral, all of which fees, payments and expenses shall become part of Lender's expenses of ring, holding, preparing for sale and the like, and shall be added to and become a part of the Obligations secured hereby, and (c) The right to apply the proceeds realized from any sale, or equity is hereby waived other disposition of the Collateral first to the costs, expenses and released. Each Loan Party further agreesattorney's fees incurred by Lender for collection and for acquisition, at the Administrative Agent’s requestprotection, to assemble sale and delivery of the Collateral and make it available thereafter to the Administrative Agent at places which principal, interest and other liabilities comprising the Administrative Agent Obligations in such manner as Lender shall reasonably selectelect in its sole and absolute discretion. All rights, whether at such Loan Party’s premises remedies, powers and privileges of Lender hereunder are cumulative and not alternative, any may be exercised concurrently or elsewhere. The Administrative Agent shall apply the net proceeds seriatim, and are in addition to and not in lieu of any action taken by it pursuant to this Section 8.4 other rights of Lender at law, in equity, under statute or under any other agreement with respect to Pledgor, or any Collateral, after deducting all reasonable out-of- pocket costs and expenses incurred in connection therewith or incidental to the care or safekeeping other obliger under of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements of outside counsel, to the payment in whole or in part of the Obligations, in the order specified in Section 8.3. To the extent permitted by applicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 3 days before such sale or other disposition. (b) Each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Obligations remain unpaid, other than any contingent indemnification or reimbursement obligations for which no claim giving rise thereto has been asserted), with power of substitution, in the name of the Administrative Agent or in the name of a Loan Party or otherwise, for the use and benefit of the Administrative Agent for the benefit of the Secured Parties. (c) Notwithstanding any other provision of this Agreement, the Secured Parties agree that following the occurrence of an Event of Default (other than an Event of Default of the type specified in Section 7.1(f) or Section 7.1(k)) and so long as each of the Borrower and Guarantor are complying with Section 5.9 and causing all Collections to be applied to the Obligations in accordance with Section 8.3(a), the Secured Parties shall for the Pledge Holding Period delay, or, if (i) such Event of Default is cured by any of the Loan Parties prior to the earlier to occur of (x) the end of the Pledge Holding Period or (y) the acceleration of the Loans pursuant to the terms of this Agreement or (ii) the Borrower repays all Obligations (whether prior to or following acceleration of the Loans pursuant to the terms of this Agreement) or no Obligations are outstanding (other than, in either case, contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted), refrain from, exercising any of their rights and remedies with regards to the portion of Collateral constituting Pledged Stock, including, but not limited to, their right to sell or otherwise dispose of, right to vote, consensual rights and other rights. “Pledge Holding Period” means an initial period of thirty (30) days following the earlier to occur of (i) the date any of Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx or any successor thereto in respect of the position(s) held by any such Person in respect of any of the Loan Parties has actual knowledge (as distinguished from imputed or constructive and without duty of further inquiry or investigation) of an Event of Default, and (ii) the Administrative Agent notifies the Borrower of the occurrence of an Event of Default, plus up to four (4) additional twenty (20) day increments thereafter, so long as immediately prior to each such extension the Borrower or the Guarantors have repaid an amount equal to ten percent (10%) of the amount of the Obligations outstanding on the initial date of such Event of Default whether before or after acceleration of the Loans pursuant to the terms of this Agreement; provided, however, that any Pledge Holding Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date.

Rights and Remedies Upon Event of Default. (a) Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or its designees may (i) deliver a Notice of Exclusive Control to the Deposit Bank under the Control Agreement; (ii) take control of the Proceeds of any Collateral; (iii) without limiting Section 8.2agreement securing, exercise any consensual evidencing or voting rights in respect of the Collateral; (iv) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; and (v) endorse the name of any Loan Party upon any items of payment relating to the Collateral or upon any proof Secured Obligations, all rights and remedies of claim in bankruptcy against an account debtora secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any the notice required by lawspecified below of time and place of public or private sale) to or upon any Loan Party the Grantors or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waivedexpressly waived to the maximum extent not prohibited by the UCC and other applicable law), shall have the right to collect the Proceeds from all Collateral (including, without limitation, dividends or distributions on Pledged Collateral) and 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 such circumstances the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, trade name, trade style, copyright, or process used or owned by any Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may, subject to Section 8.4(c), and may forthwith sell, lease, assign, give an option or options to purchase, purchase or sell or otherwise dispose of and deliver the said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at public or private sale or sales, at any exchange, exchange or broker’s board or office at any of the Administrative Agent or any Secured Party Agent’s offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskrisk 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 structure of any issuer of securities pledged hereunder, 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 Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative 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 Administrative 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, contest, or compromise any encumbrance, charge, or lien which, in the opinion of the Administrative Agent, appears to be prior or superior to its security interest. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by law, upon any such private sale or sales, to purchase the whole or any part of the said Collateral so sold, free of any right or equity of redemption in any Loan Partyredemption, which right or equity is of redemption each Grantor hereby waived releases. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and releasedmay 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 Loan Party Subject to applicable law, each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Loan Partyany Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 7(g), below, and Grantors 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 Administrative Agent of any other amount required by any provision of law, including Section 9608(a)(1)(C) of the UCC (or any other then applicable provision of the UCC), need the Administrative Agent account for the surplus, if any, to the Grantors. To the maximum extent not prohibited by applicable law, each Grantor waives all claims, damages, and demands against the Administrative 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 the Administrative Agent. Each Grantor agrees that the Administrative Agent need not give more than ten (10) days’ prior written notice (which notification shall be deemed given in accordance with 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. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, and Grantors shall also be liable for the attorneys’ fees or costs of any attorneys employed by the Administrative Agent to collect such deficiency. (b) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Administrative 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 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 the Administrative 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 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 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 Administrative 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 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. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative 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 taken (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 or waiver 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 pursuant to from the Administrative 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 Section 8.4 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 dividends or other payments with respect to the Pledged Collateral directly to the Administrative Agent. (c) Each Grantor agrees that in any sale of any of such Collateral, after deducting whether at a foreclosure sale or otherwise, the 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 shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable nor accountable to any 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 reasonable out-of- pocket fees, costs and expenses incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect theretoAgent, including, without limitation, reasonable attorneys’ fees and disbursements costs, incurred in connection with the enforcement of outside counselany of its rights and remedies hereunder. (e) Each Grantor hereby waives presentment, demand, protest or any notice (to the payment maximum extent not prohibited by applicable law) of any kind in whole connection with this Security Agreement or any Collateral. (f) Each Grantor agrees that a breach of any covenants contained in this Section 7 will cause irreparable injury to the Administrative Agent, that in such event the Administrative Agent 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 7 shall be specifically enforceable against the Grantors, 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. (g) The proceeds of any sale, disposition or other realization upon all or any part of the Obligations, in the order specified in Section 8.3. To the extent permitted Collateral shall be distributed by applicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 3 days before such sale or other disposition. (b) Each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Obligations remain unpaid, other than any contingent indemnification or reimbursement obligations for which no claim giving rise thereto has been asserted), with power of substitution, in the name following order of the Administrative Agent or in the name of a Loan Party or otherwise, for the use and benefit of the Administrative Agent for the benefit of the Secured Parties. (c) Notwithstanding any other provision of this Agreement, the Secured Parties agree that following the occurrence of an Event of Default (other than an Event of Default of the type specified in Section 7.1(f) or Section 7.1(k)) and so long as each of the Borrower and Guarantor are complying with Section 5.9 and causing all Collections to be applied to the Obligations in accordance with Section 8.3(a), the Secured Parties shall for the Pledge Holding Period delay, or, if (i) such Event of Default is cured by any of the Loan Parties prior to the earlier to occur of (x) the end of the Pledge Holding Period or (y) the acceleration of the Loans pursuant to the terms of this Agreement or (ii) the Borrower repays all Obligations (whether prior to or following acceleration of the Loans pursuant to the terms of this Agreement) or no Obligations are outstanding (other than, in either case, contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted), refrain from, exercising any of their rights and remedies with regards to the portion of Collateral constituting Pledged Stock, including, but not limited to, their right to sell or otherwise dispose of, right to vote, consensual rights and other rights. “Pledge Holding Period” means an initial period of thirty (30) days following the earlier to occur of (i) the date any of Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx or any successor thereto in respect of the position(s) held by any such Person in respect of any of the Loan Parties has actual knowledge (as distinguished from imputed or constructive and without duty of further inquiry or investigation) of an Event of Default, and (ii) the Administrative Agent notifies the Borrower of the occurrence of an Event of Default, plus up to four (4) additional twenty (20) day increments thereafter, so long as immediately prior to each such extension the Borrower or the Guarantors have repaid an amount equal to ten percent (10%) of the amount of the Obligations outstanding on the initial date of such Event of Default whether before or after acceleration of the Loans pursuant to the terms of this Agreement; provided, however, that any Pledge Holding Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date.priorities:

Rights and Remedies Upon Event of Default. (a) Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or its designees may (i) deliver a Notice of Exclusive Control to the Deposit Bank under the Control Agreement; (ii) take control of the Proceeds of any Collateral; (iii) without limiting Section 8.2agreement securing, exercise any consensual evidencing or voting rights in respect of the Collateral; (iv) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; and (v) endorse the name of any Loan Party upon any items of payment relating to the Collateral or upon any proof Secured Obligations, all rights and remedies of claim in bankruptcy against an account debtora secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any the notice required by lawspecified below of time and place of public or private sale) to or upon any Loan Party the Grantors or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waivedexpressly waived to the maximum extent not prohibited by the UCC and other applicable law), shall have the right to collect the Proceeds from all Collateral (including, without limitation, dividends or distributions on Pledged Collateral) and 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 such circumstances the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, trade name, trade style, copyright, or process used or owned by any Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may, subject to Section 8.4(c), and may forthwith sell, lease, assign, give an option or options to purchase, purchase or sell or otherwise dispose of and deliver the said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at public or private sale or sales, at any exchange, exchange or broker’s board or office at any of the Administrative Agent or any Secured Party Agent’s offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskrisk 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 structure of any issuer of securities pledged hereunder, 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 Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative 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 Administrative 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, contest, or compromise any encumbrance, charge, or lien which, in the opinion of the Administrative Agent, appears to be prior or superior to its security interest. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by law, upon any such private sale or sales, to purchase the whole or any part of the said Collateral so sold, free of any right or equity of redemption in any Loan Partyredemption, which right or equity is of redemption each Grantor hereby waived releases. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and releasedmay 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 Loan Party Subject to applicable law, each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Loan Partyany Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 7(g), below, and Grantors 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 Administrative Agent of any other amount required by any provision of law, including Section 9608(a)(1)(C) of the UCC (or any other then applicable provision of the UCC), need the Administrative Agent account for the surplus, if any, to the Grantors. To the maximum extent not prohibited by applicable law, each Grantor waives all claims, damages, and demands against the Administrative 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 the Administrative Agent. Each Grantor agrees that the Administrative Agent need not give more than ten (10) days’ prior written notice (which notification shall be given in accordance with 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. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, and Grantors shall also be liable for the attorneys’ fees or costs of any attorneys employed by the Administrative Agent to collect such deficiency. (b) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Administrative 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 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 the Administrative 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 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 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 Administrative 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 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. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative 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 taken (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 or waiver 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 pursuant to from the Administrative 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 Section 8.4 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 dividends or other payments with respect to the Pledged Collateral directly to the Administrative Agent. (c) Each Grantor agrees that in any sale of any of such Collateral, after deducting whether at a foreclosure sale or otherwise, the 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 shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable nor accountable to any 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 reasonable out-of- pocket fees, costs and expenses incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect theretoAgent, including, without limitation, reasonable attorneys’ fees and disbursements costs, incurred in connection with the enforcement of outside counselany of its rights and remedies hereunder. (e) Each Grantor hereby waives presentment, demand, protest or any notice (to the payment maximum extent not prohibited by applicable law) of any kind in whole connection with this Security Agreement or any Collateral. (f) Each Grantor agrees that a breach of any covenants contained in this Section 7 will cause irreparable injury to the Administrative Agent, that in such event the Administrative Agent 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 7 shall be specifically enforceable against the Grantors, 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. (g) The proceeds of any sale, disposition or other realization upon all or any part of the Obligations, in the order specified in Section 8.3. To the extent permitted Collateral shall be distributed by applicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 3 days before such sale or other disposition. (b) Each Loan Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Obligations remain unpaid, other than any contingent indemnification or reimbursement obligations for which no claim giving rise thereto has been asserted), with power of substitution, in the name following order of the Administrative Agent or in the name of a Loan Party or otherwise, for the use and benefit of the Administrative Agent for the benefit of the Secured Parties. (c) Notwithstanding any other provision of this Agreement, the Secured Parties agree that following the occurrence of an Event of Default (other than an Event of Default of the type specified in Section 7.1(f) or Section 7.1(k)) and so long as each of the Borrower and Guarantor are complying with Section 5.9 and causing all Collections to be applied to the Obligations in accordance with Section 8.3(a), the Secured Parties shall for the Pledge Holding Period delay, or, if (i) such Event of Default is cured by any of the Loan Parties prior to the earlier to occur of (x) the end of the Pledge Holding Period or (y) the acceleration of the Loans pursuant to the terms of this Agreement or (ii) the Borrower repays all Obligations (whether prior to or following acceleration of the Loans pursuant to the terms of this Agreement) or no Obligations are outstanding (other than, in either case, contingent indemnification and reimbursement obligations for which no claim giving rise thereto has been asserted), refrain from, exercising any of their rights and remedies with regards to the portion of Collateral constituting Pledged Stock, including, but not limited to, their right to sell or otherwise dispose of, right to vote, consensual rights and other rights. “Pledge Holding Period” means an initial period of thirty (30) days following the earlier to occur of (i) the date any of Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx or any successor thereto in respect of the position(s) held by any such Person in respect of any of the Loan Parties has actual knowledge (as distinguished from imputed or constructive and without duty of further inquiry or investigation) of an Event of Default, and (ii) the Administrative Agent notifies the Borrower of the occurrence of an Event of Default, plus up to four (4) additional twenty (20) day increments thereafter, so long as immediately prior to each such extension the Borrower or the Guarantors have repaid an amount equal to ten percent (10%) of the amount of the Obligations outstanding on the initial date of such Event of Default whether before or after acceleration of the Loans pursuant to the terms of this Agreement; provided, however, that any Pledge Holding Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date.priorities: