Common use of Rights Upon Event of Default Clause in Contracts

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerServicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion)4.1. The Agent shall give Servicer, the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, Required Lenders may direct the Collateral Administrative Agent to exercise any of the remedies specified herein in respect of the Borrower Collateral and the Collateral Administrative Agent may (with the consent of the Required Lenders) but shall promptlyhave no obligation, solely or the Administrative Agent shall, at the written direction of the Agent or the Majority Required Lenders, also do one or more of the following (subject to Section 13.913.5): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Administrative Agent for the collection of all Obligationsamounts then payable on the Notes or hereunder with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto upon the Notes moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) institute proceedings from time to time for the complete or partial foreclosure upon the Borrower Collateral; (c) subject to Section 14.3(b), exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Administrative Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) subject to Section 14.3(b), require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Borrower Collateral as directed by the Collateral Administrative Agent (solely at the direction of the Agent) and make the same available to the Collateral Administrative Agent at a place to be designated by the Collateral Administrative Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Borrower Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Administrative Agent’s offices or elsewhere in accordance with Applicable Lawelsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Borrower Collateral regardless of notice of sale having been given. The Collateral Administrative Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Borrower Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Administrative Agent shall be directed by the Agent (elect in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, Required Lenders may direct the Collateral Facility Agent to exercise any of the remedies specified herein in respect of the Borrower Collateral and the Collateral Facility Agent may (with the consent of the Required Lenders) but shall promptlyhave no obligation, solely or the Facility Agent shall, at the written direction of the Agent or the Majority Required Lenders, also do one or more of the following (subject to Section 13.913.5): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Facility Agent for the collection of all Obligationsamounts then payable on the Notes or hereunder with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto upon the Notes moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) institute proceedings from time to time for the complete or partial foreclosure upon the Borrower Collateral; (c) subject to Section 14.3(b), exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Facility Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) subject to Section 14.3(b), require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Borrower Collateral as directed by the Collateral Facility Agent (solely at the direction of the Agent) and make the same available to the Collateral Facility Agent at a place to be designated by the Collateral Facility Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Borrower Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Lawelsewhere, for cash, on credit or for future delivery, and upon such other terms as the Facility Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Facility Agent shall not be obligated to make any sale of Borrower Collateral regardless of notice of sale having been given. The Collateral Facility Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Facility Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Borrower Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Facility Agent shall be directed by the Agent (elect in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default Default, each Pledgor shall have occurred be in default hereunder and be continuing, the Agent mayfor the benefit of the Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of that the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, Party may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to any Pledgor except such notice as may be specifically required by applicable law: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (b) to protect and enforce the right and remedies sell, assign or otherwise dispose of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time [or at any broker's board, in lot or in bulk], for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (c) to time collect by announcement at legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the time and place fixed thereforCollateral; (d) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and such sale may, without further notice, be made at in connection therewith the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, may deposit or other realization upon, all or any part surrender control of the Collateral (after payment of any amounts incurred and/or accept other property in connection with such sale) shall be deposited into exchange for the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order Collateral as the Collateral Agent shall be directed by the Agent reasonably deems appropriate and is commercially reasonable; (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted e) to participate in any such sale. Notwithstanding anything herein to the contrarysettle, at any time before the Collateral Agent has disposed of any of the Collateral compromise or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New Yorkrelease, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered on terms acceptable to the Agent, in whole or in part, any amounts owing on the delivering party Collateral and/or any disputes with respect thereto; (f) to enforce payment and prosecute any action or its designated Affiliate proceeding with respect to any or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery all of the Exercise Notice. Neither Collateral and take or bring, in the Collateral Agentname of the Secured Party or in the name of any Pledgor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent nor any Lender shall assert any right to effect collection of or remedy in respect of to realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and each Pledgor specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager or any other action taken by the Lenders which may release any obligor from personal liability on any of the Collateral, and each Pledgor waives (such waiver not to affect the Agent's agreement to give notice of sale in certain circumstances pursuant to Section 7.0214(d)), to the extent permitted by applicable law, any right to receive notice of any public or cause private judicial or nonjudicial sale or foreclosure of any security or any of the liquidation Collateral, and any money or other property received by the Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Agent or any Pledgor, may be applied by the Agent, without notice to any Pledgor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (g) to insure, protect and preserve the Collateral; (h) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (i) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Agent may, at the cost and expense of the Pledgors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral Obligations or to occurproperly administer and control the handling of collections and realizations thereon, in each case during and the Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors for such purposes and for such periods of time that as reasonably required by the Equityholder and its Affiliates are entitled Agent. Nothing herein contained shall be construed to provide an Exercise Notice and purchase give the Agent or the Lenders or any purchaser of the Collateral pursuant the right to this Section 13.3(c)operate any of the Stations or the Entravision Stations without the prior consent of the FCC, to the extent required by law or the terms of any Media License or Entravision Media License.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (ai) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (bii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (ciii) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below (and subject to the Equityholder’s and/or its Affiliates’ right of first refusal as described in Section 13.3(b) below), sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Outstanding Loan Amount pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give . (b) Notwithstanding anything to the Collateral Manager notice contrary herein or in any Transaction Document, following the occurrence and during the continuation of any sale an Event of Collateral following an Default and the acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to Obligations, the contrary, at any time before the Collateral Agent has disposed of Equityholder and/or any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower Affiliates shall have the right to terminate this Agreement and obtain purchase the Collateral at a release of all Collateral by delivering the full unpaid amount of all its Obligations purchase price at least equal to the Collateral sum of the then accrued and outstanding Obligations, as reasonably determined by the Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase priceprice and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Agent of the occurrence of such Event of Default and the acceleration of the Obligations, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has and/or such Affiliates have access to sufficient capital to consummate such purchase in accordance with this clause (cb). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the . The cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager Servicer pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c13.3(b).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default Default, Secured Party shall have occurred and be continuing, the Agent mayhave, in its sole discretionany jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have under applicable Law or shall at the direction of the Majority Lendersin equity or under this Agreement (INCLUDING, direct the Collateral Agent to exercise any of the remedies specified herein without limitation, all rights set forth in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent SECTION 5 hereof) or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueLoan Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in California and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantor and without affecting the Secured Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens created hereby: (a) to foreclose the Liens created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Grantor; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other Property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantor may be applied by Secured Party without notice to Grantor to the Secured Obligations in such order and manner as Secured Party in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and enforce control the right handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; PROVIDED that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party's request, assemble the Collateral Agent and the make it available to Secured Parties Party at places which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerSecured Party may reasonably designate, whether at the Collateral Manager’s expensepremises of Grantor or elsewhere, and will make available to (1) assemble Secured Party, free of cost, all or any part premises, equipment and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral as directed by or storing same or removing or putting the Collateral Agent in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (solely at and Grantor hereby expressly consents upon the direction occurrence and during the continuance of the Agent) and make the same available an Event of Default to the Collateral Agent at appointment of such a place receiver), and without regard to be designated by the Collateral Agent (solely at adequacy of any security for the direction Secured Obligations, to take possession of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or more parcels at waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral Agent’s may be held at any office of Secured Party, or at Grantor's place of business, or at any other place permitted by applicable Law, and without the Agent’s offices necessity of the Collateral's being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or elsewhere portions thereof, as it in accordance with Applicable Lawits sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party's behalf may bid and purchase at any such sale or other disposition. The Borrower agrees thatnet cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the extent notice expenses (including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be required determined by lawSecured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, at least ten days’ disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (solely at 5) days before the direction date of the Agent) may adjourn sale. With respect to any public Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or private sale from time to time by announcement at the time and place fixed thereforlike, and whether or not any of such sale mayCollateral has been effectively registered under the Securities Act of 1933, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection fromas amended, or other realization uponapplicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (after payment a) the sale shall be not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part Collateral for an amount substantially less than a pro rata share of the outstanding Loans pursuant fair market value of the issuer's assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to Section 4.1 sell a large amount of such Collateral or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion)that is privately traded. The Agent shall give the Collateral Manager notice Upon consummation of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contraryhereunder, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower Secured Party shall have the right to terminate this Agreement assign, transfer and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations deliver to the purchaser or purchasers thereof the Collateral Agentso sold. Any Each such party may exercise purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right by delivering written notice upon the part of Grantor or any other Person, and Grantor hereby waives (to the Agent (an “Exercise Notice”extent permitted by applicable Laws) all rights of redemption, stay and appraisal which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to it now has or may at any time in the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (future have under any rule of Law or its designated Affiliate statute now existing or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)hereafter enacted.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall shall, at the direction of the Majority Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerServicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Facility Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptlyhave, solely at the written direction of the Agent or the Majority Lendersin any jurisdiction where enforcement hereof is sought, also do one or more of the following (subject in addition to Section 13.9): (a) institute proceedings in its own name all other rights and on behalf of the Secured Parties as remedies that Collateral Agent for the collection of and/or Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all Obligations, whether by declaration rights set forth in Section 9 hereof) or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any , all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to Grantor and without affecting the obligations of Grantor hereunder or under any other Transaction Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (g) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (i) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (j) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of Grantor; (k) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and Grantor waives any right not expressly provided for in this Agreement or required under the NUCC to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or Grantor may be applied by Collateral Agent without notice to Grantor to the Secured Obligations in such order and manner as set forth in the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (l) to insure, process and preserve the Collateral; (m) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Transaction Documents; (n) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; and (q) to perform any obligation of Grantor under this Agreement or any obligation of any other Person under the Transaction Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent and the Secured Parties at places which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerAgent may reasonably designate, whether at the premises of Grantor or elsewhere, and will make available to Collateral ManagerAgent, free of cost, all premises, equipment and facilities of Grantor for the purpose of Collateral Agent’s expense, to (1) assemble all or any part taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (solely at the direction of the Agent) and make the same available except to the Collateral Agent at a place extent notice and demand are required to be designated given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the Collateral Agent (solely at occurrence and during the direction continuance of an Event of Default to the Agent) that is reasonably convenient appointment of such a receiver), and without regard to such parties and (2) without notice except as specified belowthe adequacy of any security for the Secured Obligations, sell to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in one process or more parcels at rendering of services in connection with enforcing any of the security interests granted to Collateral Agent for the benefit of Secured Party by Grantor. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the Agentnecessity of the Collateral’s offices being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or elsewhere portions thereof, as it in its discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with Applicable Law. The Borrower agrees thatthe Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the extent other Persons entitled thereto in accordance with the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement. Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to Grantor, reasonable notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make Grantor at its address designated below, at least ten (10) days before the date of the sale. Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral, including the time and place fixed thereforPledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may: (i) approach and negotiate with a limited number of potential purchasers; and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or nonexclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), the Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other realization uponPerson, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment of is made on credit or for future delivery, Collateral Agent shall not be required to apply any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part portion of the outstanding Loans pursuant sale price to Section 4.1 or otherwise in the Secured Obligations until such order as amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Collateral Agent shall be directed Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, until the sale price is paid in full by the Agent (in its sole discretion)purchaser or purchasers thereof. The Collateral Agent shall give not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral Manager notice so sold, and, in case of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contraryfailure, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)sold again.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to Section 13.913.9 and Section 11.8(m)): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion)4.1. The Agent shall give Servicer, the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default shall have occurred and be continuingDefault, the Grantor shall be in default hereunder and the Agent mayfor the benefit of the Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of that the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, Party may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantor except such notice as may be specifically required by applicable law: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (b) to protect and enforce enter any premises where any Collateral may be located for the right and remedies purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the Collateral Agent and the Secured Parties which rights and remedies shall be cumulativesame; and (c) require the Borrower and the Collateral Managerto sell, at the Collateral Manager’s expenseassign, to (1) assemble all lease or otherwise dispose of any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (d) to time notify obligors on the Collateral that the Collateral has been assigned to the Agent for the benefit of the Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Agent for the account of the Secured Party; (e) to collect by announcement at legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the time and place fixed thereforCollateral; (f) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and such sale may, without further notice, be made at in connection therewith the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, may deposit or other realization upon, all or any part surrender control of the Collateral (after payment of any amounts incurred and/or accept other property in connection with such sale) shall be deposited into exchange for the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order Collateral as the Collateral Agent shall be directed by the Agent reasonably deems appropriate and is commercially reasonable; (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted g) to participate in any such sale. Notwithstanding anything herein to the contrarysettle, at any time before the Collateral Agent has disposed of any of the Collateral compromise or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New Yorkrelease, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered on terms acceptable to the Agent, in whole or in part, any amounts owing on the delivering party Collateral and/or any disputes with respect thereto; (or its designated Affiliate or managed fundh) shall be obligatedto extend the time of payment, irrevocably make allowances and unconditionally, to purchase adjustments and issue credits in connection with the Collateral, at Collateral in the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery name of the Exercise Notice. Neither Agent for the benefit of the Secured Party or in the name of the Grantor; (i) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral Agentand take or bring, in the name of the Secured Party or in the name of the Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent nor any Lender shall assert any right to effect collection of or remedy in respect of to realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and the Grantor specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager or any other action taken by the Lenders which may release any obligor from personal liability on any of the Collateral, and the Grantor waives (such waiver not to affect the Agent's agreement to give notice of sale in certain circumstances pursuant to Section 7.0216(d)), to the extent permitted by applicable law, any right to receive notice of any public or cause private judicial or nonjudicial sale or foreclosure of any security or any of the liquidation Collateral, and any money or other property received by the Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Agent or the Grantor may be applied by the Agent, without notice to the Grantor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (j) to insure, protect and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Agent may, at the cost and expense of the Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral Obligations or to occurproperly administer and control the handling of collections and realizations thereon, in each case during and the Agent shall be deemed to have a rent-free tenancy of any premises of the Grantor for such purposes and for such periods of time that as reasonably required by the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase Agent. The Grantor will, at the Agent's request, assemble the Collateral pursuant and make it available to this Section 13.3(c)the Agent at places which the Agent may designate, whether at the premises of the Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of the Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same. Nothing herein contained shall be construed to give the Agent or the Lenders or any purchaser of the Collateral the right to operate any of the Stations without the prior consent of the FCC, to the extent required by law or the terms of any Media License.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Loan Agreement, Grantor shall be in default hereunder and Bank shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral that Bank may have under this Agreement and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise equity, all of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any its rights and remedies of as a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor: (1) to notify any issuer of any Pledged Securities, and any and all other issuers of or obligors on any Pledged Collateral, that the same has been pledged to Bank and that all dividends and other payments thereon are to be made directly and exclusively to Bank; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Bank, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Bank were the owner thereof; (2) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Bank's name or in the name of Grantor, all steps, actions, suits or proceedings deemed by Bank necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (3) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral with or without judicial process; (4) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (5) to transfer any other appropriate action to protect and enforce the right and remedies or all of the Pledged Collateral Agent and into the Secured Parties which rights and remedies shall be cumulativename of Bank or its nominee or nominees; and (c6) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable law, to (1) assemble all foreclose the liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Bank; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Bank.

Rights Upon Event of Default. If Upon the occurrence of an ------------------------------ Event of Default Default, Lender shall have occurred and be continuing, the Agent mayhave, in its sole discretionany jurisdiction where enforcement hereof is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document that Lender may have under applicable law or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the exercise of any power granted hereinPromissory Note, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC as enacted in any jurisdiction, and, in addition, the following rights and take remedies, all of which may be exercised with or without notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action agreement relating to protect any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and enforce upon such terms as shall be acceptable to Lender; (d) to notify obligors on the right Collateral that the Collateral has been assigned to Lender and remedies that all payments thereon are to be made directly and exclusively to Lender, for the benefit of Lender; (e) to collect by legal proceedings or otherwise all Distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Lender, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral Agent and or accept other Property in exchange for the Secured Parties which rights and remedies shall be cumulativeCollateral; and (ch) require the Borrower and the Collateral Managerto settle, at the Collateral Manager’s expensecompromise or release, on terms acceptable to (1) assemble all Lender, in whole or in part, any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell amounts owing on the Collateral or any part thereof disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in one connection with the Collateral in the name of Lender or more parcels at a public in the name of Borrower; (j) to enforce payment and prosecute any action or private sale, at proceeding with respect to any or all of the Collateral Agent’s and take or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New Yorkbring, in each case as set forth the name of Lender or in Section 9-623(c)(2) the name of the UCC as in Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect in New York, the Borrower shall have the right collection of or to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager pursuant or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and Borrower waives any right not expressly provided for in this Loan Agreement to Section 7.02receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or cause proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or Borrower may be applied by Lender without notice to Borrower to the liquidation Secured Obligations in such order and manner as Lender in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under this Loan Agreement or the Promissory Note; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of Borrower, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral Obligations owned by Borrower or to occurproperly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of Borrower for such purposes and for such periods of time as reasonably required by Lender; (n) to receive, open and dispose of all mail addressed to Borrower and notify postal authorities to change the address for delivery thereof to such address as Lender may designate; provided that Lender agrees that it will promptly deliver over to Borrower such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's sole option and as Lender in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral pursuant and make it available to this Section 13.3(c)Lender at places that Lender may reasonably designate, whether at the premises of Borrower or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Borrower for the purpose of Lender's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, there shall be a default hereunder and, subject to compliance with applicable Gaming Laws, Secured Party shall have occurred in any jurisdiction where enforcement is sought, in addition to all other rights and be continuingremedies that Secured Party may have under this Agreement and under applicable law or in equity, all of its rights and remedies as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and in addition, subject to compliance with Gaming Laws, the Agent mayfollowing rights and remedies, in its sole discretion, all of which may be exercised with or shall at the direction of the Majority Lenders, direct the Collateral Agent without further notice to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9):Grantor: (a) institute proceedings in its own name and on behalf to notify any issuer of any Pledged Collateral that the Secured Parties as Collateral same has been pledged to Administrative Agent for the collection benefit of Secured Party and that all Obligationsdividends and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Secured Party, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Secured Party were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action or bring, in Secured Party’s name(s) or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies Pledged Collateral; (c) in accordance with applicable Law (including, without limitation, applicable Gaming Laws), to take possession of the Pledged Collateral Agent with or without judicial process; (d) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Secured Parties which rights and remedies shall be cumulativeParty or its nominee or nominees; and (cf) require the Borrower and the Collateral Managerin accordance with all applicable Laws (including, at the Collateral Manager’s expensewithout limitation, applicable Gaming Laws), to (1) assemble all foreclose the liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement or at the time and place fixed thereforany broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) terms as shall be deposited into the Collection Account acceptable to Secured Party, and to be applied against all or any part disclaim warranties of title and possession and the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).like;

Rights Upon Event of Default. (a) If an Insurer Default shall not have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Security Insurer may cause the Notes to become immediately due and payable at par, together with accrued interest thereon. If an Event of Default shall have occurred and be continuing, the Agent mayControlling Party may exercise any of the remedies specified in Section 5.4(a). In the event of any acceleration of any Notes by operation of this Section 5.2, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 hereof for Note Policy Claim Amount on the Notes. Payments under the Note Policy following acceleration of any Notes shall be applied by the Trustee: FIRST: to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and SECOND: to Noteholders for amounts due and unpaid on the Notes for principal, first to the Class A-1 Notes until the entire unpaid principal amount of the Class A-1 Notes shall have been paid in full, and then ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes for principal. (b) In the event any Notes are accelerated due to an Event of Default, the Security Insurer shall have the right (in addition to its obligation to pay Note Policy Claim Amount on the Notes in accordance with the Note Policy), but not the obligation, to make payments under the Note Policy or otherwise of interest and principal (to the extent of the Principal Distributable Amount) due on such Notes, in whole or in part, on any date or dates following such acceleration as the Security Insurer, in its sole discretion, shall elect. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or shall at the direction if so requested in writing by Holders holding Notes representing not less than a majority of the Majority Lenders, direct the Collateral Agent to exercise any Outstanding Amount of the remedies specified herein in respect Notes, declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon. (d) If an Insurer Default shall have occurred and be continuing, then at any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the Collateral money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of Notes representing a majority of the Outstanding Amount of the Notes, by written notice to the Issuer and the Collateral Agent shall promptlyTrustee, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9):may rescind and annul such declaration and its consequences if: (ai) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for Issuer has paid or deposited with the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or Trustee a sum sufficient to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document;pay (bA) exercise any remedies all payments of a secured party under principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the UCC and take any other appropriate action Event of Default giving rise to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulativesuch acceleration had not occurred; and (cB) require all sums paid or advanced by the Borrower Trustee hereunder and the Collateral Managerreasonable compensation, at the Collateral Manager’s expenseexpenses, to (1) assemble all or any part disbursements and advances of the Collateral as directed by Trustee and its agents and counsel; and (ii) all Events of Default, other than the Collateral Agent (solely at the direction nonpayment of the Agentprincipal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (e) Promptly after the Notes becoming immediately due and make payable, the same available Trustee shall send notice of such event to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to Rating Agencies. No such parties and (2) without notice except as specified below, sell the Collateral rescission shall affect any subsequent default or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert impair any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)consequent thereto.

Rights Upon Event of Default. If any Event of Default shall occur and be continuing, Bank may without notice terminate this Agreement and declare the Loan and the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower; provided, however, that upon the occurrence of an Event of Default under Section 8(f), this Agreement shall have occurred automatically terminate and the Loan and the Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower. If any Event of Default shall occur and be continuing, subject to the Agent mayrequirements of any applicable Acknowledgment Agreement, Bank may exercise all rights and remedies available to it in law or in equity, under the Loan Documents, or otherwise, including without limitation: (a) in its discretion, to demand, xxx for, collect or receive and receipt for (in its own name, in the name of Borrower or otherwise) any money or property at any time payable or receivable on account of any of the Collateral, in consideration of its transfer or in exchange for it; (b) direct, and to take any and all other steps necessary to cause, any Servicer of any of the Collateral to pay over directly to Bank for the account of Borrower (instead of to Borrower or any other Person) all sums from time to time due to Borrower and to take any and all other actions that Borrower or Bank has the right to take under Borrower’s contract with such Servicer; (c) direct Borrower to pay over to Bank all sums from time to time due Borrower under or in respect of the Collateral, including any and all fees and other compensation under the Servicing Agreements for servicing the Serviced Loans and all amounts paid to or collectable by Borrower to pay Pledged Servicing Receivables, whether paid to Borrower or withheld or recovered by Borrower from collections and realizations on such Mortgage Loans or any other source, and to take any and all other actions that, subject to any restrictions imposed by the relevant Servicing Agreement for the benefit of the party to it on whose behalf the Mortgaged Loans are being serviced (to the extent that such restrictions are valid and enforceable under the UCC and all applicable laws, rules and regulations), Borrower or Bank has the right to take under that Servicing Agreement, and if Bank does so request, then Borrower shall diligently and continuously thereafter comply with such request. All amounts so received and collected by Bank pursuant to this Section 9(c) shall be applied in the same order and manner as is specified in Section 3(l); (d) foreclose upon or otherwise enforce its security interest in and Lien on the Collateral, or on such portions or elements of the Collateral as Bank shall elect to proceed against from time to time; (e) at Bank’s option and in its sole discretion, to notify any or shall at all Makers obligated under any or all items of Collateral, that the direction Collateral has been assigned to Bank and that all payments thereon are to be made directly to Bank or such other Person as may be designated by Bank; to settle, compromise, or release, in whole or in part, any amounts owing on the Collateral or any portion of the Majority LendersCollateral, direct on terms acceptable to Bank; enforce payment and performance and prosecute any action or proceeding with respect to any and all Collateral; and where any such Collateral is in default, foreclose on and enforce Liens or security interests in, such Collateral by any available judicial procedure or without judicial process and sell property acquired as a result of any such foreclosure; (f) act, or contract with one or more third Persons to act, as Servicer of each item of Collateral requiring servicing and perform all obligations required in connection with any Servicing Agreements to which Borrower is a party, and Borrower hereby agrees to pay such third Persons’ fees to the Collateral Agent to exercise any extent (if any) that Bank is unable, despite reasonable efforts made by Bank in light of the remedies specified herein necessity that there be no material break in respect the continuity of servicing, to contract for such servicing and performance of such obligations for fees equal to or less than the fees under such Servicing Agreements; (g) as a matter of right and without notice to Borrower or anyone claiming under Borrower, and without regard to the then value of the Collateral or the interest of Borrower therein, to apply to any court having jurisdiction to appoint a receiver or receivers of the Collateral, and Borrower hereby irrevocably consents to such appointment and waives notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Bank in case of entry as provided herein and shall continue as such and exercise all such powers until the date of the sale of the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9):unless such receivership is sooner terminated; and (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (bh) exercise any all rights and remedies of a secured party creditor under the UCC and take any other appropriate action to protect and enforce UCC, including selling the right and remedies interests of Borrower in the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at . Bank shall give Borrower not less than 10 days’ notice of any such public sale or of the date after which private sale may be held. Borrower agrees that 10 days’ notice shall be reasonable notice. At any such sale any or all of the Collateral Agent’s may be sold as an entirety or the Agent’s offices in separate parts, as Bank may determine in its sole discretion. Bank may, without notice or elsewhere in accordance with Applicable Law. The Borrower agrees thatpublication, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. All cash proceeds received by Bank is authorized at any such sale, if Bank deems it advisable so to do, to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral Agent for their own account for investment and not with a view to the distribution or resale of any of the Collateral. Borrower specifically agrees that any such sale, whether public or private, of any Collateral pursuant to the commitment of any investor to purchase such Collateral that was obtained by (or with the approval of) Borrower will be commercially reasonable, and if such sale is for the price provided for in respect such commitment, then such sale shall be held to be for value reasonably equivalent to the value of the Collateral so sold. Upon any such sale, Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption, stay or appraisal which Borrower has or may have under any rule of law or statute now existing or hereafter adopted. In case of any sale of, collection from, or other realization upon, of all or any part of the Collateral (after payment on credit or for future delivery, the Collateral so sold may be retained by Bank until the selling price is paid by the purchaser, but Bank shall not incur any liability in case of such purchaser’s failure to take up and pay for the Collateral so sold and, in case of any amounts incurred such failure, such Collateral may again be sold upon like notice. Nothing in this Agreement shall be construed as Borrower’s waiver of, or agreement to waive, any requirement imposed by applicable law that any sale of the Collateral be commercially reasonable. Borrower waives any right to require Bank to proceed against any third party, exhaust any Collateral or other security for the Obligations, or to have any third party joined with Borrower in any suit arising out of the Obligations or any of the Loan Documents, or pursue any other remedy available to Bank. Borrower further waives any and all notice of acceptance of this Agreement. Borrower further waives any defense arising by reason of any disability or other defense of any third party or by reason of the cessation from any cause whatsoever of the liability of any third party. All rights available to Bank under the Loan Documents shall be cumulative of and in addition to all other rights granted to Bank at Law or in equity, whether or not the Loan or the Obligations be due and payable or performance required and whether or not Bank shall have instituted any suit for collection, foreclosure, or other action under or in connection with such sale) shall be deposited into the Collection Account and Loan Documents. Borrower hereby grants to be applied against all or any part of Bank the outstanding Loans pursuant nonexclusive right to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent use (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager common with Borrower and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contraryother secured party that has a valid and enforceable security interest therein and that agrees that its security interest is similarly nonexclusive), at any time before following the Collateral Agent occurrence of an Event of Default that has disposed of not been waived by Bank or cured, Borrower’s operating systems to manage and administer the Pledged Servicing Rights and any of the Collateral related data and information that constitutes Collateral, or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations that otherwise relates to the Collateral Agent. Any such party may exercise such right by delivering written notice Pledged Servicing Rights, together with the media on which the same are stored to the Agent extent stored with material information or data that relates to property other than the Pledged Servicing Rights (an “Exercise Notice”) which shall include a proposed purchase pricetapes, which Exercise Notice shall set forth evidence reasonably satisfactory discs, cards, drives, flash memory or any other kind of physical or virtual data or information storage media or systems, and Borrower’s rights to access the same, whether exclusive or nonexclusive, to the Agent extent that the Equityholder has such access to sufficient capital to consummate such purchase in accordance with this clause (crights may lawfully be transferred or used by Borrower’s permittees). Once an Exercise Notice is delivered to the Agent, the delivering party and any computer programs that are owned by Borrower (or its designated Affiliate licensed to Borrower under licenses that may lawfully be transferred or managed fundused by Borrower’s permittees) shall be obligatedand that are used or useful to access, irrevocably organize, input, read, print or otherwise output and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for otherwise handle or use such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder information and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)data.

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default Default, each Grantor shall have occurred be in default hereunder and be continuing, the Agent mayfor the benefit of the Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of that the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, Party may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to any Grantor except such notice as may be specifically required by applicable law: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (b) to protect and enforce enter any premises where any Collateral may be located for the right and remedies purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the Collateral Agent and the Secured Parties which rights and remedies shall be cumulativesame; and (c) require the Borrower and the Collateral Managerto sell, at the Collateral Manager’s expenseassign, to (1) assemble all lease or otherwise dispose of any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (d) to time notify obligors on the Collateral that the Collateral has been assigned to the Agent for the benefit of Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Agent for the account of Secured Party; (e) to collect by announcement at legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the time and place fixed thereforCollateral; (f) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and such sale may, without further notice, be made at in connection therewith the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, may deposit or other realization upon, all or any part surrender control of the Collateral (after payment of any amounts incurred and/or accept other property in connection with such sale) shall be deposited into exchange for the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order Collateral as the Collateral Agent shall be directed by the Agent reasonably deems appropriate and is commercially reasonable; (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted g) to participate in any such sale. Notwithstanding anything herein to the contrarysettle, at any time before the Collateral Agent has disposed of any of the Collateral compromise or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New Yorkrelease, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered on terms acceptable to the Agent, in whole or in part, any amounts owing on the delivering party Collateral and/or any disputes with respect thereto; (or its designated Affiliate or managed fundh) shall be obligatedto extend the time of payment, irrevocably make allowances and unconditionally, to purchase adjustments and issue credits in connection with the Collateral, at Collateral in the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery name of the Exercise Notice. Neither Agent for the benefit of Secured Party or in the name of any Grantor; (i) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral Agentand take or bring, in the name of Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent nor any Lender shall assert any right to effect collection of or remedy in respect of to realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager or any other action taken by the Lenders which may release any obligor from personal liability on any of the Collateral, and each Grantor waives (such waiver not to affect the Agent's agreement to give notice of sale in certain circumstances pursuant to Section 7.0216(d)), to the extent permitted by applicable law, any right to receive notice of any public or cause private judicial or nonjudicial sale or foreclosure of any security or any of the liquidation Collateral, and any money or other property received by the Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Agent or any Grantor may be applied by the Agent, without notice to any Grantor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (j) to insure, protect and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Agent may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral Obligations or to occurproperly administer and control the handling of collections and realizations thereon, in and the Agent shall be deemed to have a rent-free tenancy of any premises of each case during Grantor for such purposes and for such periods of time as reasonably required by the time that Agent. Each Grantor will, at the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase Agent's request, assemble the Collateral pursuant and make it available to this Section 13.3(c)the Agent at places which the Agent may designate, whether at the premises of any Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of any Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same. Nothing herein contained shall be construed to give the Agent or the Lenders or any purchaser of the Collateral the right to operate any of the Stations without the prior consent of the FCC, to the extent required by law or the terms of any Media License.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Required Lenders, exercise or direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following including (subject to Section 13.913.9 and Section 13.11): (a) to require the Servicer to obtain the prior written consent of the Facility Agent before (i) agreeing to any modification or waiver of any Collateral Obligation, (ii) taking any discretionary action with respect to any Collateral Obligation or (iii) causing the Borrower to sell or otherwise dispose of any Collateral Obligation; (b) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (bc) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerServicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten daysBusiness Days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the applicable Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as 4.1. For the Collateral Agent shall be directed by avoidance of doubt, the Agent (in its sole discretion). The Agent shall give Servicer, the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligationsshall have, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Secured Parties may have under applicable law or in equity or under this Agreement or under the exercise of any power granted hereinNote Purchase Agreement, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC New York Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and take remedies, all of which may be exercised with or without notice to the Grantors (except as expressly provided herein) and without affecting the Obligations of FPI hereunder or under the Note Purchase Agreement, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action agreement relating to protect any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and enforce upon such terms as shall be acceptable to the right Secured Parties; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Secured Parties and remedies that all payments thereon are to be made directly and exclusively to the Secured Parties; (e) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Secured Parties may deposit or surrender control of the Collateral Agent and/or accept other property in exchange for the Collateral; (f) to settle, compromise or release, on terms acceptable to the Secured Parties, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (g) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Secured Parties or in the name of Grantors; (h) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of the Secured Parties or in the name of a Grantor, any and all steps, actions, suits or proceedings deemed by the Secured Parties necessary or desirable to effect collection of or to realize upon the Collateral, including, without limitation, any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Secured Parties which rights may release any obligor from personal liability on any of the Collateral, and to the extent permitted by applicable law, each Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by the Secured Parties in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Secured Parties or a Grantor may be applied by the Secured Parties without notice to Grantors to the Secured Obligations in such order and manner as the Secured Parties in their sole discretion shall determine; (i) to insure, process and preserve the Collateral; (j) to exercise all rights, remedies, powers or privileges provided under the Note Purchase Agreement; (k) to receive, open and dispose of all mail addressed to Company and notify postal authorities to change the address for delivery thereof to such address as the Secured Parties may designate; provided that the Secured Parties agree that they will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (l) to exercise all other rights, powers, privileges and remedies shall be cumulativeof an owner of the Collateral; and (c) require all at the Borrower Secured Parties’ sole option and as the Collateral ManagerSecured Parties in their sole discretion may deem advisable. Grantors will, at the Secured Parties’ request, assemble the Collateral Manager’s expenseand make it available to the Secured Parties at places which the Secured Parties may designate, whether at the premises of Company or elsewhere, and will make available to (1) assemble the Secured Parties, free of cost, all or any part premises, equipment and facilities of Grantors for the purpose of the Secured Parties’ taking possession of the Collateral as directed by or storing same or removing or putting the Collateral Agent (solely at in salable form or selling or disposing of same. Upon the direction occurrence and during the continuance of an Event of Default, the Agent) Secured Parties also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and make the same available without regard to the Collateral Agent at a place adequacy of any security for the Secured Obligations, to be designated by the Collateral Agent (solely at the direction take possession of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or more parcels at waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral Agentmay be held at any office of the Secured Parties, or at Grantors’ place of business, or at any other place permitted by applicable law, and without the necessity of the Collateral’s or being within the Agent’s offices or elsewhere in accordance with Applicable Lawview of prospective purchasers. The Borrower agrees thatSecured Parties may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Company expressly waives any right to direct the order and manner of sale of any Collateral. To the extent permitted by applicable law, the Secured Parties or any Person on the Secured Parties’ behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the extent notice expenses (including, without limitation, attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be required determined by law, at least ten days’ notice the Secured Parties in their sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to the Borrower Secured Parties on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Parties shall send or otherwise make available to Grantors notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending notice conclusively shall not be obligated met if such notice is given in the manner contemplated by the Note Purchase Agreement at least ten days before the date of the sale. Each Grantor expressly waives any right to make any sale of Collateral regardless of receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral consisting of securities, partnership or limited liability company interests, joint venture interests, Investments or the time and place fixed thereforlike, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Secured Parties may, without further noticein their sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Secured Parties may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, the Secured Parties may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantors agree that if such Collateral is sold for a price which the time Secured Parties in good faith believe to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and place (c) the Secured Parties shall not incur any liability or responsibility to which Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize that a ready market may not exist for such Collateral if it was so adjourned. All cash proceeds received is not regularly traded on a recognized securities exchange, and that a sale by the Secured Parties of any such Collateral Agent for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in respect view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale ofof Collateral hereunder, collection fromthe Secured Parties shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantors or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, the Secured Parties shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by the Secured Parties, and any Collateral so sold may be retained by the Secured Parties until the sale price is paid in full by the purchaser or purchasers thereof. The Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as failure, the Collateral Agent shall may be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)sold again.

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default Default, each Pledgor shall have occurred be in default hereunder and be continuing, the Agent mayfor the benefit of the Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of that the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, Party may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to any Pledgor except such notice as may be specifically required by applicable law: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (b) to protect and enforce the right and remedies sell, assign or otherwise dispose of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (c) to time collect by announcement at legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the time and place fixed thereforCollateral; (d) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and such sale may, without further notice, be made at in connection therewith the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, may deposit or other realization upon, all or any part surrender control of the Collateral (after payment of any amounts incurred and/or accept other property in connection with such sale) shall be deposited into exchange for the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order Collateral as the Collateral Agent shall be directed by the Agent reasonably deems appropriate and is commercially reasonable; (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted e) to participate in any such sale. Notwithstanding anything herein to the contrarysettle, at any time before the Collateral Agent has disposed of any of the Collateral compromise or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New Yorkrelease, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered on terms acceptable to the Agent, in whole or in part, any amounts owing on the delivering party Collateral and/or any disputes with respect thereto; (f) to enforce payment and prosecute any action or its designated Affiliate proceeding with respect to any or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery all of the Exercise Notice. Neither Collateral and take or bring, in the Collateral Agentname of Secured Party or in the name of any Pledgor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent nor any Lender shall assert any right to effect collection of or remedy in respect of to realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and each Pledgor specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager or any other action taken by the Lenders which may release any obligor from personal liability on any of the Collateral, and each Pledgor waives (such waiver not to affect the Agent's agreement to give notice of sale in certain circumstances pursuant to Section 7.0214(d)), to the extent permitted by applicable law, any right to receive notice of any public or cause private judicial or nonjudicial sale or foreclosure of any security or any of the liquidation Collateral, and any money or other property received by the Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Agent or any Pledgor, may be applied by the Agent, without notice to any Pledgor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (g) to insure, protect and preserve the Collateral; (h) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (i) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Agent may, at the cost and expense of the Pledgors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral Obligations or to occurproperly administer and control the handling of collections and realizations thereon, in each case during and the Agent shall be deemed to have a rent-free tenancy of any premises of the Pledgors for such purposes and for such periods of time that as reasonably required by the Equityholder and its Affiliates are entitled Agent. Nothing herein contained shall be construed to provide an Exercise Notice and purchase give the Agent or the Lenders or any purchaser of the Collateral pursuant the right to this Section 13.3(c)operate any of the Stations without the prior consent of the FCC, to the extent required by law or the terms of any Media License.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Administrative Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral or the Servicer and the Collateral Agent may (with the consent of the Administrative Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersAdministrative Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Administrative Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Administrative Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Administrative Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Administrative Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part reasonably promptly at the direction of the outstanding Loans Administrative Agent pursuant to Section 4.1 or otherwise 8.3 and such amounts may be distributed on a date that is not a Distribution Date. After commencement of any of the above actions as set forth in such order as this Section 13.3, the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written provide notice to the Agent Morningstar (via email at XXXXxxxxxxxxx@xxxxxxxxxxx.xxx) that an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager action pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral 13.3 has been taken pursuant to this Section 13.3(c)direction from the Administrative Agent.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Indenture, Grantor shall have occurred be in default hereunder and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptlyhave in any jurisdiction where enforcement is sought, solely at in addition to all other rights and remedies that Collateral Agent may have under this Agreement, under any other Note Document, the written direction 13% Secured Notes, the 13% Secured Notes Indenture and under applicable Law or in equity, all of its rights and remedies as a secured party under the Agent or the Majority LendersUniform Commercial Code as enacted in any such jurisdiction, also do one or more of and in addition the following (rights and remedies, all of which may be exercised with or without further notice to the Grantor, subject to Section 13.9):receipt of all required approvals from any applicable Gaming Authority: (a) institute proceedings in its own name to notify any Interest Issuer of any Pledged Securities and any and all other obligors on behalf any Pledged Collateral that the same has been pledged to Collateral Agent for the benefit of the Secured Parties as and that all distributions and other Proceeds thereon are to be made directly and exclusively to Collateral Agent for the collection account of all ObligationsCollateral Agent; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Collateral Agent, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the as if Collateral Agent by Applicable Law or any Transaction Documentwere the owner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action to protect and enforce or bring, in Collateral Agent’s name(s) or in the right and remedies name of the Grantor, all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable Law, to take possession of the Pledged Collateral with or without judicial process; (d) to endorse, in the name of the Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Secured Parties which rights and remedies shall be cumulativePledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Collateral Agent or its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable Law (including applicable Gaming Laws), to (1) assemble all foreclose the Liens and Security Interest created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Collateral Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale discretion of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, Grantors shall be in default hereunder and Secured Party shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Secured Party may have under this Agreement and under applicable Law or in equity, all of its sole discretionrights and remedies as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein and in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of addition the following (subject rights and remedies, all of which may be exercised with or without further notice to Section 13.9):any Grantor: (a) institute proceedings in its own name to notify any Issuer of any Pledged Securities and any and all other obligors on behalf of any Pledged Collateral that the Secured Parties as Collateral same has been pledged to Administrative Agent for the collection benefit of Secured Party and that all ObligationsDistributions and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Secured Party, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Secured Party were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action to protect and enforce or bring, in Secured Party’s name(s) or in the right and remedies name of the applicable Grantor(s), all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable Law, to take possession of the Pledged Collateral Agent with or without judicial process; (d) to endorse, in the name of the applicable Grantor(s), all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Secured Parties which rights and remedies shall be cumulativeParty or its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable Law (including applicable Gaming Laws), to (1) assemble all foreclose the Liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Secured Party; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Secured Party.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Pledgor shall be in default hereunder and Secured Parties shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the that Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Pledgor: (a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to Secured Parties and that all dividends and other payments thereon are to be made directly and exclusively to the Administrative Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Parties, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Administrative Agent were the owner thereof; (b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take any other appropriate action to protect and enforce or bring, in Secured Parties’ names or in the right and remedies name of the Pledgor, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral with or without judicial process; (d) to endorse, in the name of the Pledgor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of the Administrative Agent and the Secured Parties which rights and remedies shall be cumulativeor its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable law, to (1) assemble all foreclose the liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement the Administrative Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part sole discretion of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Secured Parties.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default Default, Secured Party shall have occurred and be continuing, the Agent mayhave, in its sole discretionany jurisdiction where enforcement is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral that Secured Party may have under this Agreement and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition to the following rights and remedies, all of which may be exercised with or without further notice to Grantor, subject however to Section 2(D): (a) to notify any issuer of any Pledged Securities, and any and all other obligors on, or partners, joint ventures or other interested parties with respect to, any Pledged Collateral, that the same has been pledged, and/or that a security interest in the same has been granted, to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party; (b) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; (c) to enter into any other agreement relating to or affecting the Pledged Collateral; and (d) to give all consents, waivers, and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Secured Party were the owner thereof; (2) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Secured Party's name or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (3) in accordance with applicable laws, to take possession of any Pledged Collateral (with or without judicial process) that has not previously been delivered to Secured Party; (4) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other appropriate action evidences of payment relating to protect and enforce the right and remedies Pledged Collateral; (5) to transfer any or all of the Pledged Collateral Agent and into the name of Secured Parties which rights and remedies shall be cumulativeParty or its nominee or nominees; and (c6) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable laws, to (1) assemble all foreclose the liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or for future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Secured Party, all at the time sole option of and place fixed thereforin the sole discretion of Secured Party, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of provided that any sale of, collection from, or other realization upon, all or any part purchaser of the Pledged Collateral (after payment of any amounts incurred in connection with shall take such sale) shall be deposited into the Collection Account and Pledged Collateral subject to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as limitations set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c2(D).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall shall, at the direction of the Majority Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerServicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)4.1.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent may, Grantor shall be in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral default hereunder and the Collateral Agent shall promptlyshall, solely at except as otherwise expressly provided in the written direction of the Agent or the Majority LendersSeries A Notes, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement have in any Transaction Document or jurisdiction where enforcement is sought, in the exercise of any power granted herein, or addition to enforce any all other proper remedy or legal or equitable right vested in rights and remedies that the Collateral Agent by Applicable Law may have under this Agreement and under applicable Laws or any Transaction Document; (b) exercise any in equity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantor except such notice as may be specifically required herein: (a) to notify any issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to the Collateral Agent and that all dividends and other payments thereon are to be made directly and exclusively to the Collateral Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Collateral Agent, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor, and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Collateral Agent were the owner thereof; (b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in the Collateral Agent's name or in the name of the Grantor, all steps, actions, suits or proceedings deemed by the Collateral Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable Laws, to take possession of the Pledged Collateral with or without judicial process; (d) to endorse, in the name of the Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any other appropriate action to protect and enforce or all of the right and remedies Pledged Collateral into the name of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulativeor its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable Laws, to (1) assemble all foreclose the Liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, sale or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or for future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to the Collateral Agent; all at the sole option of and in the sole discretion of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default Default, subject to compliance with the requirements of applicable Laws, Secured Party shall have occurred and be continuing, the Agent mayhave, in its sole discretionany jurisdiction where enforcement hereof is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the that Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document Party may have under applicable Law or in the exercise of any power granted hereinequity or under this Agreement (including, or to enforce any other proper remedy or legal or equitable right vested without limitation, all rights set forth in the Collateral Agent by Applicable Law or any Transaction Document; (bSection 6 hereof) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the Secured Obligations of Grantors hereunder or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantors may be applied by Secured Party without notice to Grantors to the Secured Obligations in such order and manner as Secured Party in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Credit Agreement or the Note Agreement; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party’s request, assemble the Collateral Agent and the make it available to Secured Parties Party at places which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerSecured Party may reasonably designate, whether at the Collateral Managerpremises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s expense, to (1) assemble all or any part taking possession of the Collateral as directed by or storing same or removing or putting the Collateral Agent in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (solely at and Grantors hereby expressly consent upon the direction occurrence and during the continuance of the Agent) and make the same available an Event of Default to the Collateral Agent at appointment of such a place receiver), and without regard to be designated by the Collateral Agent (solely at adequacy of any security for the direction Secured Obligations, to take possession of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or more parcels at waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral Agentmay be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the Agentorder and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s offices behalf may bid and purchase at any such sale or elsewhere in accordance with Applicable Lawother disposition. The Borrower agrees thatnet cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the extent notice expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be required determined by lawSecured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, at least ten days’ disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to WD-40, as agent for Grantors and each of them, reasonable notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make any sale WD-40 at its address set forth in the Credit Agreement, or delivered or otherwise sent to WD-40, at least five (5) days before the date of Collateral regardless the sale. Each Grantor other than WD-40 hereby irrevocably appoints WD-40 as its agent for the purpose of receiving notice of sale having hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been givengiven to WD-40. The Collateral Agent (solely at the direction Each Grantor expressly waives any right to receive notice of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the time and place fixed thereforlike, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantors agree that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the time circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and place (c) Secured Party shall not incur any liability or responsibility to which Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize that a ready market may not exist for such Collateral if it was so adjournedis not regularly traded on a recognized securities exchange, and that a sale by Secured Party of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. All cash proceeds received by the Collateral Agent in respect Upon consummation of any sale ofof Collateral hereunder, collection fromSecured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as failure, the Collateral Agent shall may be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)sold again.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerServicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of USActive 58353885.2 the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion)4.1. The Agent shall give Servicer, the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Second Amended and Restated Credit Agreement, subject to compliance with the requirements of any applicable Gaming Laws and Liquor Laws, Secured Party shall have occurred and be continuing, the Agent mayhave, in its sole discretionany jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Secured Party may have under applicable Law or shall at the direction of the Majority Lendersin equity or under this Agreement (including, direct the Collateral Agent to exercise any of the remedies specified herein without limitation, all rights set forth in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent Section 6 hereof) or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueLoan Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the extent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Secured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral, and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of any Grantor; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Grantors maybe applied by Secured Party without notice to Grantors to the Secured Obligations in such order and manner as Secured Party in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by such Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party’s request, assemble the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral thereof, as directed by the Collateral Agent (solely at the direction of the Agentrequested) and make it available to Secured Party at places which Secured Party may reasonably designate (subject to the approval of any applicable Gaming Board), whether at the premises of Grantors or elsewhere (provided, however, that Grantors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of such Collateral or storing the same available or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of any applicable Gaming Laws, Secured Party also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the Collateral Agent at appointment of such a place receiver), and without regard to be designated by the Collateral Agent (solely at adequacy of any security for the direction Secured Obligations, to take possession of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or more parcels at waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral Agentmay be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Secured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or the Agent’s offices or elsewhere in accordance with Applicable Lawother disposition. The Borrower agrees thatnet cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the extent expenses (including reasonable and documented Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Second Amended and Restated Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to take any action in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice of sale shall as may be required by law, at least ten days’ notice to the Borrower applicable Uniform Commercial Code of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made made. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall constitute reasonable notificationbe deemed to have conclusively received any such notice when received by Borrower. The Collateral Agent shall not be obligated Each Grantor expressly waives any right to make any sale of Collateral regardless of receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at of any Collateral or other security for 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 adjournedSecured Obligations except as expressly provided for in this paragraph. All cash proceeds received by the Collateral Agent in respect Upon consummation of any sale ofof Collateral hereunder, collection fromSecured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as failure, the Collateral Agent shall may be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)sold again.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, Grantors shall be in default hereunder and Administrative Agent shall have occurred in any jurisdiction where enforcement is sought in addition to all other rights and be continuingremedies that Administrative Agent may have under this Agreement and under applicable law or in equity, all of its rights and remedies as a Administrative Agent under the Agent mayUniform Commercial Code as enacted in any such jurisdiction, and in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors (subject to other than notice expressly required under Section 13.97 of this Agreement): (a) institute proceedings in its own name to notify any Issuer of any Pledged Securities and any and all other obligors on behalf of any Pledged Collateral that the Secured Parties as Collateral same has been pledged to Administrative Agent for the collection benefit of Administrative Agent and that all ObligationsDistributions and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Administrative Agent; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Administrative Agent, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Administrative Agent were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action or bring, in Administrative Agent’s name(s) or in the name of Grantors, all steps, actions, suits or proceedings deemed by Administrative Agent necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies Pledged Collateral; (c) in accordance with applicable law, to take possession of the Pledged Collateral with or without judicial process; (d) to endorse, in the name of Grantors, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Administrative Agent and the Secured Parties which rights and remedies shall be cumulativeor its nominee or nominees; and (cf) require in accordance with applicable law to foreclose the Borrower Liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral Managerby any available judicial procedure or without judicial process, at the Collateral Manager’s expenseand to sell, to (1) assemble all assign or any part otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Administrative Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Administrative Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Subject to the terms of the General Intercredi-tor Agreement, upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptlyhave, solely at the written direction of the Agent or the Majority Lendersin any jurisdiction where enforcement hereof is sought, also do one or more of the following (subject in addition to Section 13.9): (a) institute proceedings in its own name all other rights and on behalf of the Secured Parties as remedies that Collateral Agent for the collection of and/or Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all Obligations, whether by declaration rights set forth in Section 9 hereof) or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueNotes Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the obligations of any Grantor hereunder or under any other Notes Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Pledged Securities Issuer, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (g) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (i) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (j) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of any Grantor; (k) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of each Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and each Grantor specifically consents to any nonjudi-cial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement or required under the NUCC to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or any Grantor may be applied by Collateral Agent without notice to each Grantor to the Secured Obligations in such order and manner as set forth in the Indenture and the General Intercreditor Agreement; (l) to insure, process and preserve the Collateral; (m) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Notes Documents; (n) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by each Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of any premises of each Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to each Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to each Grantor such opened mail as does not relate to the Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; and (q) to perform any obligation of Grantor under this Agreement or any obligation of any other Person under the Notes Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Each Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent and the Secured Parties at places which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerAgent may reasonably designate, whether at the premises of each Grantor or elsewhere, and will make available to Collateral ManagerAgent, free of cost, all premises, equipment and facilities of each Grantor for the purpose of Collateral Agent’s expense, to (1) assemble all or any part taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (solely at the direction of the Agent) and make the same available except to the Collateral Agent at a place extent notice and demand are required to be designated given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and each Grantor hereby expressly consents upon the Collateral Agent (solely at occurrence and during the direction continuance of an Event of Default to the Agent) that is reasonably convenient appointment of such a receiver), and without regard to such parties and (2) without notice except as specified belowthe adequacy of any security for the Secured Obligations, sell to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in one process or more parcels at rendering of services in connection with enforcing any of the security interests granted to Collateral Agent for the benefit of Secured Party by each Grantor. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at each Grantor’s places of business, or at any other place permitted by applicable Law, and without the Agentnecessity of the Collateral’s offices being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or elsewhere portions thereof, as it in its discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with Applicable Law. The Borrower agrees thatthe Indenture and the General Intercreditor Agreement, and then to the extent other Persons entitled thereto in accordance with the Indenture and the General Intercreditor Agreement. Each Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to each Grantor, reasonable notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral, including the time and place fixed thereforPledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may: (i) approach and negotiate with a limited number of potential purchasers; and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, each Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by each Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), each Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, such Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all is made on credit or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the for future delivery, Collateral Agent shall not be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of required to apply any sale of Collateral following an acceleration portion of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein sale price to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral Secured Obligations until such amount actually is received by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the Agent nor any Lender shall assert any right or remedy in respect terms of the CollateralIndenture and the General Intercreditor Agreement, including until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any right described liability in Section 13.3(a) case any such purchaser or Section 13.10, or cause the removal of purchasers shall fail to pay for the Collateral Manager pursuant to Section 7.02so sold, or cause the liquidation or disposition and, in case of any such failure, the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)may be sold again.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent may, Grantors shall be in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral default hereunder and the Collateral Agent shall promptly, solely at for the written direction benefit of the Secured Parties shall have, in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that the Collateral Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Financing Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to notify obligors on the Collateral that the Collateral has been assigned to the Collateral Agent for the benefit of the Secured Parties and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Collateral Agent for the account of the Secured Parties; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Collateral Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Collateral Agent reasonably deems appropriate action and is commercially reasonable; (vii) to protect settle, compromise or release, on terms acceptable to the Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and enforce adjustments and issue credits in connection with the right and remedies Collateral in the name of the Collateral Agent for the benefit of the Secured Parties or in the name of the Grantors; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of the Secured Parties or in the name of the Grantors, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Collateral Agent to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consent to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Secured Parties which rights may release any obligor from personal liability on any of the Collateral, and remedies each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by the Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Collateral Agent or any Grantor may be applied by the Collateral Agent, without notice to any Grantor, to the Obligations in such order and manner as the Collateral Agent in its sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Financing Documents; (xii) to remove, from any premises where the same may be cumulative; and (c) require located, the Borrower Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Collateral ManagerAgent may, at the cost and expense of the Grantors, use such of their supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral Manager’s expenseor to properly administer and control the handling of collections and realizations thereon, and the Collateral Agent shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by the Collateral Agent; (1xiii) assemble all concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Collateral consisting of instruments, securities or other investment property of such Grantor, to exchange certificates or instruments representing or evidencing such Collateral for certificates or instruments of smaller or larger denominations and exercise the voting and all other rights as directed by a holder with respect thereto; and (xiv) to give notice of sole control or any other instruction under any Deposit Account Control Agreement or and take any action therein with respect to such Collateral. Each Grantor will, at the Collateral Agent (solely at Agent’s request, assemble the direction of the Agent) Collateral and make the same it available to the Collateral Agent at a place to be designated by places which the Collateral Agent (solely may designate, whether at the direction premises of the Agent) that is reasonably convenient such Grantor or elsewhere, and will make available to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private saleAgent, at any free of cost, all premises, equipment and facilities of such Grantor for the purpose of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any taking possession of the Collateral or entered into a contract for its disposition under Section 9-610 storing the same or removing or putting the Collateral in salable form or selling or disposing of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)same.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptlyhave, solely at the written direction of the Agent or the Majority Lendersin any jurisdiction where enforcement hereof is sought, also do one or more of the following (subject in addition to Section 13.9): (a) institute proceedings in its own name all other rights and on behalf of the Secured Parties as remedies that Collateral Agent for may have under applicable Law or in equity or under this Agreement (including, without limitation, all rights set forth in Section 6 hereof), the collection of all Obligations13% Secured Notes, whether by declaration the 13% Secured Notes Indenture or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueNote Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and take remedies, all of which may be exercised with or without notice to Grantors (except to the extent notice is otherwise required to be given pursuant to the fourth paragraph this Section 10) and without affecting the Obligations of Grantors hereunder or under any other appropriate action Note Document, the 13% Secured Notes or the 13% Secured Notes Indenture or the enforceability of the Liens and security interests created hereby: (a) to protect foreclose the Liens and enforce security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the right purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and remedies upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent and that all payments thereon are to be made directly and exclusively to Collateral Agent; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of Grantors; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of Grantors, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives to the extent permitted by Law, any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or any Grantor may be applied by Collateral Agent without notice to such Grantor to the Secured Parties which rights Obligations in such order and remedies manner as Collateral Agent in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Note Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be reasonably necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by any Grantor or to properly administer and control the handling of collections and realizations thereon, and Collateral Agent shall be cumulativedeemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to such Grantor such mail as does not relate to the Collateral; and (co) require to exercise all other rights, powers, privileges and remedies of an owner of the Borrower Collateral; all at Collateral Agent’s sole option and as Collateral Agent in its sole discretion may deem advisable. Any Grantor will, at Collateral Agent’s written request, assemble the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part thereof, as requested) and make it available to Collateral Agent at places which Collateral Agent may designate, whether at the premises of such Grantor or elsewhere (provided, however, that such Grantor shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Collateral Agent’s taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent (solely at also shall have the direction of the Agent) right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and make the same available without regard to the Collateral Agent at a place adequacy of any security for the Secured Obligations, to be designated by the Collateral Agent (solely at the direction take possession of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or more parcels at waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at a Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of the Gaming Authority, Collateral Agent may also request, in connection therewith, the Gaming Authority to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Collateral Agent for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Collateral Agent or any Person on Collateral Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, at lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like; and thereafter pro rata to the satisfaction of the Secured Obligations (i) as among the Noteholders, pursuant to Section 6.06 of the Indenture and (ii) as among the 13% Secured Notes Secured Parties, as set forth in the 13% Secured Notes Indenture. In making the determination and allocations required by this Section 10, the Collateral Agent may conclusively rely upon information supplied by the 13% Secured Notes Secured Parties or the trustee for the 13% Secured Notes as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the 13% Secured Notes Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information. All distributions made by the Collateral Agent’s or Agent pursuant to this Section 10 shall be final, and the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, Collateral Agent shall have no duty to inquire as to the extent notice application by the 13% Secured Notes Secured Parties or trustee for the 13% Secured Notes of sale shall be required by law, at least ten days’ notice any amounts distributed to the Borrower 13% Secured Notes Secured Parties. Grantors and any other Person then obligated therefor shall pay to Collateral Agent on written demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to Grantors, reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make each Grantor at its addresses designated below, at least ten days before the date of the sale, each Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations extent as expressly provided for in this paragraph. With respect to time by announcement at any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the time and place fixed thereforlike, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, each Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Collateral Agent shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all is made on credit or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the for future delivery, Collateral Agent shall not be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of required to apply any sale of Collateral following an acceleration portion of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein sale price to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral Secured Obligations until such amount actually is received by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, and any Collateral so sold may be retained by Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent nor shall not incur any Lender liability in case any such purchaser or purchasers shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of fail to pay for the Collateral Manager pursuant to Section 7.02so sold, or cause the liquidation or disposition and, in case of any such failure, the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)may be sold again.

Rights Upon Event of Default. If 6.1 Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, upon the Agent may, in its sole discretion, or shall at the direction appointment of the Majority Lenders, direct the Collateral Agent to exercise any of as set forth herein and in the remedies specified herein in respect of the Collateral and Purchase Agreement, the Collateral Agent shall promptlyhave, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or jurisdiction where enforcement hereof is sought, in the exercise of any power granted herein, or addition to enforce any all other proper remedy or legal or equitable right vested in rights and remedies that the Collateral Agent by Applicable Law may have under applicable law or any Transaction Document; (b) exercise any in equity or under this Agreement, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction. Without limiting the foregoing and take subject to the rights of the holders of Pari Passu Notes, and subject to the consent of the Requisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantor or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate action and realize upon any or all of the Collateral, and/or may sell, lease, assign, give option or options to protect purchase, or otherwise dispose of and enforce the right and remedies deliver any or all of the Collateral Agent (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 or elsewhere upon such terms and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and conditions as the Collateral ManagerAgent may deem advisable, at for cash or on credit or for future delivery without assumption of any credit risk; (b) shall have the Collateral Manager’s expenseright upon any such public sale or sales, and, to (1) assemble the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral as directed by so sold, free of any right or equity of redemption in the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that Grantor, which right or equity is reasonably convenient to such parties hereby waived or released; and (2c) without notice except as specified belowshall apply the net proceeds of any such collection, sell the Collateral recovery, receipt, appropriation, realization or any part thereof in one or more parcels at a public or private sale, at after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any of the Collateral Agent’s or in any way relating to the Collateral or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees thatrights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale payment in whole or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise Secured Obligations, in such order as the Collateral Agent shall be directed may elect, and only after such application and after the payment by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any other amount required by any provision of law, need the Collateral or entered into a contract Agent account for its disposition under Section 9-610 of the UCC as in effect in New Yorksurplus, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New Yorkif any, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral AgentGrantor. Any such party may exercise such right by delivering written If any notice to the Agent (an “Exercise Notice”) which shall include of a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (sale or its designated Affiliate or managed fund) other disposition of Collateral shall be obligatedrequired by law, irrevocably such notice shall be deemed reasonable and unconditionally, to purchase the Collateral, proper if given at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than least ten (10) Business Days following delivery days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right sale or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or other disposition of the Collateral are insufficient to pay the Secured Obligations to occur, in each case during and the time that the Equityholder reasonable fees and its Affiliates are entitled to provide an Exercise Notice and purchase disbursements of any attorneys employed by the Collateral pursuant Agent to this Section 13.3(c)collect such deficiency.

Rights Upon Event of Default. (i) If an Event of Default shall have occurred occur and be continuing, the Agent mayTrustee may exercise, in its sole discretion, or shall at addition to the direction of the Majority Lenders, direct the Collateral Agent other rights and remedies granted to exercise any of the remedies specified herein it in respect of the Collateral this Pledge and the Collateral Agent shall promptlyother Bond Financing Documents, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name all rights and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC UCC. (ii) Without limiting the generality of the foregoing, the Trustee may in such circumstances forthwith collect, receive, appropriate and take realize upon the Collateral Security, or any other appropriate action part thereof, and/or may forthwith sell, lease, assign, give options to protect purchase, or otherwise dispose of and enforce deliver the Collateral Security or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sales, at any exchange, broker's board or office of the Trustee or elsewhere upon such terms and conditions and at such prices as the Trustee in its absolute discretion may determine, for cash or on credit or for future delivery without assumption of any credit risk. The Trustee shall have the right and remedies upon any such public sale or, to the extent permitted by law, private sale to purchase the whole or any part of the Collateral Agent and Security so sold, free of any right or equity of redemption in the Secured Parties Parent, which rights and remedies shall be cumulative; andright or equity is hereby waived or released. (ciii) require To the Borrower extent permitted by law, the Parent waives all claims, damages, and demands against the Trustee arising out of the repossession, retention or sale of Collateral ManagerSecurity. In the event of a private sale, at the Collateral Manager’s expense, to (1) assemble Trustee shall incur no responsibility or liability for selling all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent Security at a place to price that the Trustee, in its sole and absolute discretion, may in good xxxxx xxxx reasonable or obtainable under the circumstances, notwithstanding the possibility that a substantially higher price might be designated by realized if the Collateral Agent sale were deferred until after registration as provided in Section 6(c). (solely at the direction of the Agentiv) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or If any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of a proposed sale or disposition of Collateral Security shall be required by law, such notice shall be deemed reasonably and properly given if given in accordance with Section 7(b) at least ten days’ notice to 5 days before such sale or disposition. Upon any sale of Collateral Security by the Borrower Trustee hereunder (whether by virtue of the time and place power of any public the sale herein granted, pursuant to judicial process or otherwise), the receipt of the Trustee or the time after which any private officer making the sale is shall be a sufficient discharge to be made shall constitute reasonable notification. The a purchaser of Collateral Agent Security so sold, and such purchaser shall not be obligated to make any sale see to the application of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral purchase money paid over to the Trustee or such officer or be answerable in any way for the misapplication or non-application thereof. (after payment of any amounts incurred in connection with such salev) shall be deposited into the Collection Account and The Parent also agrees to be applied against pay all or any part costs of the outstanding Loans pursuant Collateral Parties, including reasonable attorneys' fees and expenses of counsel to Section 4.1 or otherwise in such order as the any Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein Party, incurred with respect to the contrary, at any time before the Collateral Agent has disposed collection of any of the Collateral Secured Obligations or entered into a contract for its disposition under Section 9-610 the enforcement of any of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Trustee's rights hereunder.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to the Side Letter, Section 13.913.9 and Section 11.8(m)): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right rights and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) subject to the rights of the Purchasing Parties (as defined in the Side Letter) set forth in the Side Letter, require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Borrower Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion)4.1. The Agent shall give Servicer, the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. sale subject to terms and conditions that are no worse than any of the other foreclosure sale participants. (d) Notwithstanding anything herein to the contrary, at any time before the Facility Agent shall not direct the Collateral Agent has disposed of any to cause liquidation of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case occur during the time that the Equityholder and its Affiliates Purchasing Parties are entitled to provide an Exercise Notice and (as defined in the Side Letter) or during the settlement period related to any purchase in the Collateral event that any Purchasing Party provides an Exercise Notice, in each case, pursuant to this Section 13.3(c)the terms of the Side Letter.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion)4.1. The Agent shall give Servicer, the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default Default, Administrative Agent shall have occurred and be continuing, the Agent mayhave, in its sole discretionany jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Administrative Agent may have under applicable Law or shall at the direction of the Majority Lendersin equity or under this Agreement (including, direct the Collateral Agent to exercise any of the remedies specified herein all rights set forth in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent Section 6 hereof) or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueLoan Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantor and without affecting the Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Administrative Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Administrative Agent and that all payments thereon are to be made directly and exclusively to Administrative Agent; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Administrative Agent, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Administrative Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Administrative Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Administrative Agent or in the name of Grantor; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Administrative Agent or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Administrative Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Administrative Agent which may release any obligor from personal liability on any of the Collateral, and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Administrative Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Administrative Agent or Grantor may be applied by Administrative Agent without notice to Grantor to the Secured Obligations in such order and manner as Administrative Agent in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Administrative Agent may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Administrative Agent shall be deemed to have a rent-free tenancy of premises of Grantor for such purposes and for such periods of time as reasonably required by Administrative Agent; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Administrative Agent may designate; provided that Administrative Agent agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Administrative Agent’s sole option and as Administrative Agent in its sole discretion may deem advisable. Grantor will, at Administrative Agent’s request, assemble the Collateral and make it available to Administrative Agent and the Secured Parties at places which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerAdministrative Agent may designate, whether at the Collateral Managerpremises of Grantor or elsewhere, and will make available to Administrative Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of Administrative Agent’s expense, to (1) assemble all or any part taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (solely at and Grantor hereby expressly consents upon the direction occurrence and during the continuance of the Agent) and make the same available an Event of Default to the Collateral Agent at appointment of such a place receiver), and without regard to be designated by the Collateral Agent (solely at adequacy of any security for the direction Secured Obligations, to take possession of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or more parcels at waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. The Administrative Agent may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Administrative Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Administrative Agent or any Person on Administrative Agent’s behalf may bid and purchase at any such sale or the Agent’s offices or elsewhere in accordance with Applicable Lawother disposition. The Borrower agrees thatnet cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the extent notice expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be required determined by lawAdministrative Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Administrative Agent on demand any deficiency with regard thereto which may remain after such sale, at least ten days’ disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Administrative Agent will send or otherwise make available to Grantor reasonable notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make Grantor at its address set forth in the Credit Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the time and place fixed thereforlike, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Administrative Agent may, without further noticein its sole and absolute discretion, be made sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the time UCC. Without limiting the foregoing, Administrative Agent may (i) approach and place negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Administrative Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Administrative Agent shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Administrative Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale ofof Collateral hereunder, collection fromAdministrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other realization uponPerson, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, Administrative Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Administrative Agent, and any Collateral so sold may be retained by Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof. Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as failure, the Collateral Agent shall may be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)sold again.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Loan Agreement, Grantors shall be in default hereunder and Secured Party shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Secured Party may have under this Agreement and under applicable Law or in equity, all of its sole discretionrights and remedies as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein and in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of addition the following (subject rights and remedies, all of which may be exercised with or without further notice to Section 13.9):Grantors: (a) institute proceedings in its own name to notify any Issuer of any Pledged Securities and any and all other obligors on behalf of any Pledged Collateral that the Secured Parties as Collateral same has been pledged to Administrative Agent for the collection benefit of Secured Party and that all ObligationsDistributions and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Secured Party, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Secured Party were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action or bring, in Secured Party's name(s) or in the name of Grantors, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; andPledged Collateral; (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable applicable Law. The Borrower agrees that, to take possession of the extent notice Pledged Collateral with or without judicial process; (d) to endorse, in the name of sale shall be required by lawGrantors, at least ten days’ notice all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Borrower Pledged Collateral; (e) to transfer any or all of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Pledged Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part name of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (Secured Party or its designated Affiliate nominee or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateralnominees; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).and

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Company shall be in default hereunder and Secured Parties shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the that Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Company: (a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to Secured Parties and that all dividends and other payments thereon are to be made directly and exclusively to the Administrative Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Parties, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Administrative Agent were the owner thereof; (b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take any other appropriate action to protect and enforce or bring, in Secured Parties’ names or in the right and remedies name of the Company, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral with or without judicial process; (d) to endorse, in the name of the Company, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of the Administrative Agent and the Secured Parties which rights and remedies shall be cumulativeor its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable law, to (1) assemble all foreclose the liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement the Administrative Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part sole discretion of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Secured Parties.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Administrative Agent may, in its sole discretion, or shall at the direction of the Majority theRequiredMajority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral or the Servicer and the Collateral Agent may (with the consent of the Administrative Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersAdministrative Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Administrative Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Administrative Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Administrative Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Administrative Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied pursuant to Section 8.3, against all or any part of the outstanding Loans Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Administrative Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default Default, Grantors shall be in default hereunder and Secured Party shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Secured Party may have under this Agreement and under applicable Law or in equity, all of its sole discretionrights and remedies as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein and in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of addition the following (subject rights and remedies, all of which may be exercised with or without further notice to Section 13.9):any Grantor: (a) institute proceedings to notify any issuer of any Pledged Collateral that the same has been pledged to Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in its own name and on behalf of whole or in part, the Secured Parties as Pledged Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any amounts owing thereon; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Secured Party were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take or bring, in Secured Party’s name(s) or in the name of any other appropriate action applicable Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies Pledged Collateral; (c) in accordance with applicable Law, to take possession of the Pledged Collateral Agent with or without judicial process (d) to endorse, in the name of any Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Secured Parties which rights and remedies shall be cumulativeParty or its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable Law, to (1) assemble all foreclose the Liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Secured Party; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Secured Party.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, Required Lenders may direct the Collateral Facility Agent to exercise any of the remedies specified herein in respect of the Borrower Collateral and the Collateral Facility Agent may (with the consent of the Required Lenders) but shall promptlyhave no obligation, solely or the Facility Agent shall, at the written direction of the Agent or the Majority Required Lenders, also do one or more of the following (subject to Section 13.913.5): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Facility Agent for the collection of all Obligationsamounts then payable on the Notes or hereunder with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto upon the Notes moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) institute proceedings from time to time for the complete or partial foreclosure upon the Borrower Collateral; (c) subject to Section 14.3(b), exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Facility Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) subject to Section 14.3(b), require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Borrower Collateral as directed by the Collateral Facility Agent (solely at the direction of the Agent) and make the same available to the Collateral Facility Agent at a place to be designated by the Collateral Facility Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Borrower Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Lawelsewhere, for cash, on credit or for future delivery, and upon such other terms as the Facility Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Facility Agent shall not be obligated to make any sale of Borrower Collateral regardless of notice of sale having been given. The Collateral Facility Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Facility Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Borrower Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Facility Agent shall be directed by the Agent (elect in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).128

Rights Upon Event of Default. If 6.1 Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, the Agent may, provided that obligations in its sole discretion, or shall at the direction favor of the Majority LendersSenior Lender have been satisfied, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptlyhave, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or jurisdiction where enforcement hereof is sought, in the exercise of any power granted herein, or addition to enforce any all other proper remedy or legal or equitable right vested in rights and remedies that the Collateral Agent by Applicable Law may have under applicable law or any Transaction Document; (b) exercise any in equity or under this Agreement, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction. Without limiting the foregoing, and take subject to the consent of the Requisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantor or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate action and realize upon any or all of the Collateral, and/or may sell, lease, assign, give option or options to protect purchase, or otherwise dispose of and enforce the right and remedies deliver any or all of the Collateral Agent (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 or elsewhere upon such terms and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and conditions as the Collateral ManagerAgent may deem advisable, at for cash or on credit or for future delivery without assumption of any credit risk; (b) shall have the Collateral Manager’s expenseright upon any such public sale or sales, and, to (1) assemble the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral as directed by so sold, free of any right or equity of redemption in the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that Grantor, which right or equity is reasonably convenient to such parties hereby waived or released; and (2c) without notice except as specified belowshall apply the net proceeds of any such collection, sell the Collateral recovery, receipt, appropriation, realization or any part thereof in one or more parcels at a public or private sale, at after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any of the Collateral Agent’s or in any way relating to the Collateral or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees thatrights of the Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale payment in whole or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise Secured Obligations, in such order as the Collateral Agent shall be directed may elect, and only after such application and after the payment by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any other amount required by any provision of law, need the Collateral or entered into a contract Agent account for its disposition under Section 9-610 of the UCC as in effect in New Yorksurplus, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New Yorkif any, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral AgentGrantor. Any such party may exercise such right by delivering written If any notice to the Agent (an “Exercise Notice”) which shall include of a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (sale or its designated Affiliate or managed fund) other disposition of Collateral shall be obligatedrequired by law, irrevocably such notice shall be deemed reasonable and unconditionally, to purchase the Collateral, proper if given at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than least ten (10) Business Days following delivery days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the proceeds of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right sale or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or other disposition of the Collateral are insufficient to pay the Secured Obligations to occur, in each case during and the time that the Equityholder reasonable fees and its Affiliates are entitled to provide an Exercise Notice and purchase disbursements of any attorneys employed by the Collateral pursuant Agent to this Section 13.3(c)collect such deficiency.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent or the Required Lenders) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerServicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as 4.1. For the Collateral Agent shall be directed by avoidance of doubt, the Agent (in its sole discretion). The Agent shall give Servicer, the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Subject to the terms of the First Lien Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptlyhave, solely at the written direction of the Agent or the Majority Lendersin any jurisdiction where enforcement hereof is sought, also do one or more of the following (subject in addition to Section 13.9): (a) institute proceedings in its own name all other rights and on behalf of the Secured Parties as remedies that Collateral Agent for the collection of and/or Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all Obligations, whether by declaration rights set forth in Section 9 hereof) or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueNotes Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the obligations of any Grantor hereunder or under any other Notes Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Pledged Securities Issuer, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (g) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (i) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (j) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of any Grantor; (k) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of each Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement or required under the NUCC to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or any Grantor may be applied by Collateral Agent without notice to each Grantor to the Secured Obligations in such order and manner as set forth in the Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (l) to insure, process and preserve the Collateral; (m) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Notes Documents; (n) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by each Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of any premises of each Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to each Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to each Grantor such opened mail as does not relate to the Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; and (q) to perform any obligation of Grantor under this Agreement or any obligation of any other Person under the Notes Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Each Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent and the Secured Parties at places which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerAgent may reasonably designate, whether at the premises of each Grantor or elsewhere, and will make available to Collateral ManagerAgent, free of cost, all premises, equipment and facilities of each Grantor for the purpose of Collateral Agent’s expense, to (1) assemble all or any part taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (solely at the direction of the Agent) and make the same available except to the Collateral Agent at a place extent notice and demand are required to be designated given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and each Grantor hereby expressly consents upon the Collateral Agent (solely at occurrence and during the direction continuance of an Event of Default to the Agent) that is reasonably convenient appointment of such a receiver), and without regard to such parties and (2) without notice except as specified belowthe adequacy of any security for the Secured Obligations, sell to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in one process or more parcels at rendering of services in connection with enforcing any of the security interests granted to Collateral Agent for the benefit of Secured Party by each Grantor. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at each Grantor’s places of business, or at any other place permitted by applicable Law, and without the Agentnecessity of the Collateral’s offices being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or elsewhere portions thereof, as it in its discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with Applicable Law. The Borrower agrees thatthe Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the extent other Persons entitled thereto in accordance with the Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement. Each Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to each Grantor, reasonable notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral, including the time and place fixed thereforPledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may: (i) approach and negotiate with a limited number of potential purchasers; and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, each Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by each Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), each Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, such Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all is made on credit or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the for future delivery, Collateral Agent shall not be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of required to apply any sale of Collateral following an acceleration portion of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein sale price to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral Secured Obligations until such amount actually is received by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the Agent nor any Lender shall assert any right or remedy in respect terms of the CollateralIndenture, including the First Lien Intercreditor Agreement and the General Intercreditor Agreement, until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any right described liability in Section 13.3(a) case any such purchaser or Section 13.10, or cause the removal of purchasers shall fail to pay for the Collateral Manager pursuant to Section 7.02so sold, or cause the liquidation or disposition and, in case of any such failure, the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)may be sold again.

Rights Upon Event of Default. If During the existence of an Event of Default shall have occurred and be continuingDefault, the Agent mayGrantors shall be in default hereunder and, subject to applicable law, Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral that Secured Party may have under this Agreement and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take any other appropriate action to protect and enforce in addition the right and remedies of the Collateral Agent and the Secured Parties which following rights and remedies shall in accordance with applicable law, all of which may be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all exercised with or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available without further prior notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Operative Document by any available judicial procedure or without judicial process; (ii) to enter peaceably any premises where any Collateral Agent at a place may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to be designated by the Collateral Agent (solely at the direction sell, assign, lease or otherwise dispose of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the any Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to time notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Secured Party; (v) to collect by announcement at legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the time and place fixed thereforCollateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, connection therewith Secured Party may deposit or other realization upon, all or any part surrender control of the Collateral and/or accept other property in exchange for the Collateral as Secured Party reasonably deems appropriate and is commercially reasonable; (after payment of vii) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts incurred owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part Collateral in the name of the outstanding Loans pursuant applicable Grantor for the benefit of Secured Party; (ix) to Section 4.1 enforce payment and prosecute any action or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of proceeding with respect to any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any or all of the Collateral and take or entered into a contract for its disposition under Section 9-610 bring, on behalf of itself or in the name of the UCC as in applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Secured Party to effect in New York, in each case as set forth in Section 9-623(c)(2) collection of the UCC as in effect in New York, the Borrower shall have the right or to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral Collateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive prior notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or any of the Grantors, may be applied by Secured Party, without notice to the Grantors, to the Obligations in such order and manner as Secured Party in its sole discretion shall determine; (x) to occurinsure, in each case during protect and preserve the time that Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).Operative Documents; and

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to the Side Letter, Section 13.913.9 and Section 11.8(m)): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right rights and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) subject to the rights of the Purchasing Parties (as defined in the Side Letter) set forth in the Side Letter, require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion)4.1. The Agent shall give Servicer, the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. sale subject to terms and conditions that are no worse than any of the other foreclosure sale participants. (d) Notwithstanding anything herein to the contrary, at any time before the Facility Agent shall not direct the Collateral Agent has disposed of any to cause liquidation of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case occur during the time that the Equityholder and its Affiliates Purchasing Parties are entitled to provide an Exercise Notice and (as defined in the Side Letter) or during the settlement period related to any purchase in the Collateral event that any Purchasing Party provides an Exercise Notice, in each case, pursuant to this Section 13.3(c)the terms of the Side Letter.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent mayGrantors shall be in default hereunder and, subject to applicable law, Lender shall have, in its sole discretionany jurisdiction where enforcement is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral that Lender may have under this Agreement and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (ii) to protect and enforce enter any premises where any Collateral may be located for the right and remedies purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the Collateral Agent and the Secured Parties which rights and remedies shall be cumulativesame; and (ciii) require the Borrower and the Collateral Managerto sell, at the Collateral Manager’s expenseassign, to (1) assemble all lease or otherwise dispose of any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to time notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Lender; (v) to collect by announcement at legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the time and place fixed thereforCollateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, connection therewith Lender may deposit or other realization upon, all or any part surrender control of the Collateral and/or accept other property in exchange for the Collateral as Lender reasonably deems appropriate and is commercially reasonable; (after payment of vii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts incurred owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part Collateral in the name of the outstanding Loans pursuant applicable Grantor for the benefit of Lender; (ix) to Section 4.1 enforce payment and prosecute any action or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of proceeding with respect to any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any or all of the Collateral and take or entered into a contract for its disposition under Section 9-610 bring, on behalf of itself or in the name of the UCC as in applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender to effect in New York, in each case as set forth in Section 9-623(c)(2) collection of the UCC as in effect in New York, the Borrower shall have the right or to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager pursuant or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to Section 7.02the extent permitted by applicable law, any right to receive notice of any public or cause private judicial or nonjudicial sale or foreclosure of any security or any of the liquidation Collateral, and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or any of the Grantors, may be applied by Lender, without notice to the Grantors, to the Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral Obligations or to occurproperly administer and control the handling of collections and realizations thereon, in and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase Grantor will, at Lender’s request, assemble the Collateral pursuant and make it available to this Section 13.3(c)Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.

Rights Upon Event of Default. If Following the occurrence and during the continuance of an Event of Default under the Loan Agreement, Grantor shall be in default hereunder and Secured Party shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Secured Party may have under this Agreement and under applicable Law or in equity, all of its sole discretionrights and remedies as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein and in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of addition the following (subject rights and remedies, all of which may be exercised with or without further notice to Section 13.9):Grantor: (a) institute proceedings to notify any issuer of any Pledged Collateral that the same has been pledged to Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in its own name and on behalf of whole or in part, the Secured Parties as Pledged Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any amounts owing thereon; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Secured Party were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action or bring, in Secured Party's name(s) or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies Pledged Collateral; (c) in accordance with applicable Law, to take possession of the Pledged Collateral Agent with or without judicial process; (d) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) subject to compliance with paragraph 12.2 below, to transfer any or all of the Pledged Collateral into the name of Secured Parties which rights and remedies shall be cumulativeParty or its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable Law, to (1) assemble all foreclose the Liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Secured Party; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Secured Party.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptlyhave, solely at the written direction of the Agent or the Majority Lendersin any jurisdiction where enforcement hereof is sought, also do one or more of the following (subject in addition to Section 13.9): (a) institute proceedings in its own name all other rights and on behalf of the Secured Parties as remedies that Collateral Agent for the collection of and/or Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all Obligations, whether by declaration rights set forth in Section 9 hereof) or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any , all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the obligations of any Grantor hereunder or under any other Transaction Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (g) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (i) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (j) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of any Grantor; (k) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of each Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement or required under the NUCC to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or any Grantor may be applied by Collateral Agent without notice to each Grantor to the Secured Obligations in such order and manner as set forth in the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (l) to insure, process and preserve the Collateral; (m) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Transaction Documents; (n) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by each Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of any premises of each Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to each Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to each Grantor such opened mail as does not relate to the Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; and (q) to perform any obligation of Grantor under this Agreement or any obligation of any other Person under the Transaction Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Each Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent and the Secured Parties at places which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerAgent may reasonably designate, whether at the premises of each Grantor or elsewhere, and will make available to Collateral ManagerAgent, free of cost, all premises, equipment and facilities of each Grantor for the purpose of Collateral Agent’s expense, to (1) assemble all or any part taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (solely at the direction of the Agent) and make the same available except to the Collateral Agent at a place extent notice and demand are required to be designated given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and each Grantor hereby expressly consents upon the Collateral Agent (solely at occurrence and during the direction continuance of an Event of Default to the Agent) that is reasonably convenient appointment of such a receiver), and without regard to such parties and (2) without notice except as specified belowthe adequacy of any security for the Secured Obligations, sell to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in one process or more parcels at rendering of services in connection with enforcing any of the security interests granted to Collateral Agent for the benefit of Secured Party by each Grantor. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at each Grantor’s places of business, or at any other place permitted by applicable Law, and without the Agentnecessity of the Collateral’s offices being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or elsewhere portions thereof, as it in its discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with Applicable Law. The Borrower agrees thatthe Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the extent other Persons entitled thereto in accordance with the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement. Each Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to each Grantor, reasonable notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral, including the time and place fixed thereforPledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may: (i) approach and negotiate with a limited number of potential purchasers; and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, each Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by each Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or nonexclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), each Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, such Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment of is made on credit or for future delivery, Collateral Agent shall not be required to apply any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part portion of the outstanding Loans pursuant sale price to Section 4.1 or otherwise in the Secured Obligations until such order as amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Collateral Agent shall be directed Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, until the sale price is paid in full by the Agent (in its sole discretion)purchaser or purchasers thereof. The Collateral Agent shall give not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral Manager notice so sold, and, in case of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contraryfailure, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)sold again.

Rights Upon Event of Default. If Upon the occurrence and during ---------------------------- the continuance of an Event of Default under the Loan Agreement, Grantor shall be in default hereunder and Secured Party shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in addition to all other rights and remedies that Secured Party may have under this Agreement and under applicable Law or in equity, all of its sole discretionrights and remedies as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein and in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of addition the following (subject rights and remedies, all of which may be exercised with or without further notice to Section 13.9):Grantor: (a) institute proceedings in its own name to notify any Issuer of any Pledged Securities and any and all other obligors on behalf of any Pledged Collateral that the Secured Parties as Collateral same has been pledged to Administrative Agent for the collection benefit of Secured Party and that all ObligationsDistributions and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Secured Party, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Secured Party were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action or bring, in Secured Party's name(s) or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies Pledged Collateral; (c) in accordance with applicable Law, to take possession of the Pledged Collateral Agent with or without judicial process; (d) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Secured Parties which rights and remedies shall be cumulativeParty or its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable Law, to (1) assemble all foreclose the Liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Secured Party; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Secured Party.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Required Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerServicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager Servicer notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Servicer and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) ), with a copy to the Collateral Agent, which shall include a proposed purchase priceprice and be delivered not later than three (3) Business Days after the date on which the Borrower first received notice from the Agent of the occurrence of such Event of Default and termination of the Commitments, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced abovepar, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten twelve (1012) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager Servicer pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, subject to compliance with the requirements of applicable laws, the Agent mayBank shall have, in its sole discretionany jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 5 hereof) or under the Loan Agreement, all rights and remedies of the Bank under the Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantor and without affecting the obligations of Grantor hereunder or under the Loan Agreement, or shall at the direction enforceability of the Majority Lendersliens and security interests created hereby: (a) to foreclose the liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to sell, direct assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to the Bank; (c) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (d) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Bank may deposit or surrender control of the Collateral Agent and/or accept other property in exchange for the Collateral; (e) to exercise enforce payment and prosecute any of the remedies specified herein in action or proceeding with respect to any or all of the Collateral and take or bring, in the Collateral Agent shall promptly, solely at the written direction name of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document Bank or in the exercise name of Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and Grantor specifically consents to any nonjudicial foreclosure of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies all of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at other action taken by the Bank which may release any obligor from personal liability on any of the Collateral Agent’s or the Agent’s offices or elsewhere Collateral, and Grantor waives any right not expressly provided for in accordance with Applicable Law. The Borrower agrees that, this Agreement to the extent receive notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private judicial or nonjudicial sale from time to time by announcement at or foreclosure of any security or any of the time Collateral; and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds any money or other property received by the Collateral Agent Bank in respect of any sale of, collection from, exchange for or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect on account of the Collateral, including whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Bank or Grantor may be applied by the Bank without notice to Grantor to the Secured Obligations in such order and manner as the Bank in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant Loan Documents; (m) to Section 7.02receive, or cause open and dispose of all mail addressed to Grantor and notify postal authorities to change the liquidation or disposition address for delivery thereof to such address as the Bank may designate; PROVIDED that the Bank agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral Obligations to occur, Collateral; all at the Bank's sole option and as the Bank in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)sole discretion may deem advisable.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent maySecured Party shall have, in its sole discretionany jurisdiction where enforcement hereof is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of that the Secured Parties as Collateral Agent for the collection of Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all Obligations, whether by declaration rights set forth in Section 6 hereof) or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueLoan Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction where any Collateral may be located, and, in addition, the following rights and take remedies, all of which may be exercised with or without notice to the Grantor and without affecting the Obligations of the Grantor hereunder or under any other appropriate action Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to protect foreclose the Liens and enforce security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the right purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and remedies upon such terms as shall be acceptable to the Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Secured Party and that all payments thereon are to be made directly and exclusively to the Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Secured Party may deposit or surrender control of the Collateral Agent and/or accept other Property in exchange for the Collateral; (g) to settle, compromise or release, on terms acceptable to the Secured Party, in whole or in part, any amounts owing on the Collateral and/or any 166 disputes with respect thereto; (h) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Secured Party or in the name of the Grantor; (i) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of the Secured Party or in the name of the Grantor, any and all steps, actions, suits or proceedings deemed by the Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and the Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Secured Party which may release any obligor from personal liability on any of the Collateral, and the Grantor, to the fullest extent permitted by applicable Law, waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by the Secured Party in exchange for or on-account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action, taken by the Secured Party or the Grantor may be applied by the Secured Party without notice to the Grantor to the Secured Obligations in such order and manner as the Secured Party in its sole discretion shall determine; (j) to insure, protect and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (1) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerParty, may, at the Collateral Manager’s expensecost and expense of the Grantor, use such of the Grantor's supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to (1) assemble all properly administer, process, store, control, prepare for sale or any part disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and the Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantor for such purposes and for such periods of time as directed reasonably required by the Collateral Agent Secured Party; (solely m) to receive, open and dispose of all mail addressed to the Grantor and notify postal authorities to change the address for delivery thereof to such address as the Secured Party may designate; provided that the Secured Party agrees that it will promptly deliver over to the Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies, of an owner of the Collateral; all at the direction of Secured Party's sole option and as the Agent) Secured Party in its sole discretion may deem advisable. The Grantor will, at the Secured Party's request, assemble the Collateral and make the same it available to the Secured Party at places which the Secured Party may designate, whether at the premises of the Grantor or elsewhere, and will make available to the Secured Party, free of cost, all premises, equipment and facilities of the Grantor for the purpose of the Secured Party's taking possession of the Collateral Agent at or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, the Secured Party also shall have the right, without notice or demand, either in person, by agent or by a place receiver to be designated appointed by a court (and the Collateral Agent (solely at Grantor hereby expressly consents upon the direction occurrence and during the continuance of an Event of Default to the Agent) that is reasonably convenient appointment of such a receiver), and without regard to such parties and (2) without notice except as specified belowthe adequacy of any security for the Secured Obligations, sell to take possession of the Collateral or any part thereof in one and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or more parcels at waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral Agent’s may be held at any office of the Secured Party, or at the Agent’s offices Grantor's places of business, or elsewhere in accordance with Applicable at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. The Borrower agrees thatSecured Party may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and the Grantor expressly waives any right to direct the order and manner of sale of any Collateral. To the extent permitted by applicable Law, the Secured Party or any person on the Secured Party's behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the extent notice expenses including reasonable attorneys' fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and, subject to the Loan Agreement, then to the satisfaction of the Secured Obligations in such order as shall be required determined by law, at least ten days’ notice the Secured Party in its sole and absolute discretion. The Grantor and any other Person then obligated therefor shall pay to the Borrower Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send or otherwise make available to the Grantor reasonable notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent Grantor expressly agrees that the requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make the Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to the Grantor, at least five (5) days before the date of the sale. The Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the time and place fixed thereforlike, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, the Secured Party may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Secured Party may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, the Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to 168 the distribution or resale thereof. In the event that any such Collateral is sold at private sale, the time Grantor agrees that if such Collateral is sold for a price which the Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) the Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and place (c) the Secured Party shall not incur any liability or responsibility to which the Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The Grantor recognizes that a ready market may not exist for such Collateral if it was so adjourned. All cash proceeds received is not regularly traded on a recognized securities exchange, and that a sale by the Secured Party of any such Collateral Agent for an amount substantially less than, a pro rata share of the fair market value of the issuers assets minus liabilities may be commercially reasonable in respect view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale ofof Collateral hereunder, collection fromthe Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of the Grantor or any other realization uponPerson, and the Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, the Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by the Secured Party, and any Collateral so sold may be retained by the Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. The Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as failure, the Collateral Agent shall may be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)sold again.

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default under the Loan Agreement, Grantor shall be in default hereunder and, subject to compliance with applicable Gaming Laws, Secured Party shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral that Secured Party may have under this Agreement and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise equity, all of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any its rights and remedies of as a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition, subject to compliance with Gaming Laws, the following rights and remedies, all of which may be exercised with or without further notice to Grantor: (1) to notify any issuer of any Pledged Collateral that the same has been pledged to Administrative Agent for the benefit of Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Secured Party were the owner thereof; (2) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take any other appropriate action or bring, in Secured Party's name(s) or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies Pledged Collateral; (3) in accordance with applicable Law (including, without limitation, applicable Gaming Laws), to take possession of the Pledged Collateral Agent with or without judicial process; (4) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (5) to transfer any or all of the Pledged Collateral into the name of Secured Parties which rights and remedies shall be cumulativeParty or its nominee or nominees; and (c6) require the Borrower and the Collateral Managerin accordance with all applicable Laws (including, at the Collateral Manager’s expensewithout limitation, applicable Gaming Laws), to (1) assemble all foreclose the liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Secured Party; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Secured Party.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Administrative Agent may, in its sole discretion, or shall at the direction of the Majority Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Administrative Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersAdministrative Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Administrative Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Administrative Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Administrative Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Administrative Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied pursuant to Section 8.3, against all or any part of the outstanding Loans Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Administrative Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent mayGrantors shall be in default hereunder and, subject to applicable law, Bank shall have, in its sole discretionany jurisdiction where enforcement is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral that Bank may have under this Agreement and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other appropriate action Operative Document by any available judicial procedure or without judicial process; (ii) to protect and enforce enter any premises where any Collateral may be located for the right and remedies purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the Collateral Agent and the Secured Parties which rights and remedies shall be cumulativesame; and (ciii) require the Borrower and the Collateral Managerto sell, at the Collateral Manager’s expenseassign, to (1) assemble all lease or otherwise dispose of any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to time notify obligors on the Collateral that the Collateral has been assigned to Bank and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Bank; (v) to collect by announcement at legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the time and place fixed thereforCollateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, connection therewith Bank may deposit or other realization upon, all or any part surrender control of the Collateral and/or accept other property in exchange for the Collateral as Bank reasonably deems appropriate and is commercially reasonable; (after payment of vii) to settle, compromise or release, on terms acceptable to Bank, in whole or in part, any amounts incurred owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part Collateral in the name of the outstanding Loans pursuant applicable Grantor for the benefit of Bank; (ix) to Section 4.1 enforce payment and prosecute any action or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of proceeding with respect to any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any or all of the Collateral and take or entered into a contract for its disposition under Section 9-610 bring, on behalf of itself or in the name of the UCC as in applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Bank to effect in New York, in each case as set forth in Section 9-623(c)(2) collection of the UCC as in effect in New York, the Borrower shall have the right or to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager pursuant or any other action taken by Bank which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to Section 7.02the extent permitted by applicable law, any right to receive notice of any public or cause private judicial or nonjudicial sale or foreclosure of any security or any of the liquidation Collateral, and any money or other property received by Bank in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Bank or any of the Grantors, may be applied by Bank, without notice to the Grantors, to the Obligations in such order and manner as Bank in their sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Operative Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Bank may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral Obligations or to occurproperly administer and control the handling of collections and realizations thereon, in and Bank shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Bank. So long as an Event of Default has occurred and is continuing, each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase Grantor will, at Bank's request, assemble the Collateral pursuant and make it available to this Section 13.3(c)Bank at places which Bank may designate, whether at the premises of such Grantor or elsewhere, and will make available to Bank, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Bank's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority LendersFacility Agent, also do one or more of the following (subject to the Side Letter, Section 13.913.913.9 and Section 11.8(m)): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right rightrights and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) subject to the rights of the Purchasing Parties (as defined in the Side Letter) set forth in the Side Letter, require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion)4.1. The Agent shall give Servicer, the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. sale subject to terms and conditions that are no worse than any of the other foreclosure sale participants. (d) Notwithstanding anything herein to the contrary, at any time before the Facility Agent shall not direct the Collateral Agent has disposed of any to cause liquidation of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case occur during the time that the Equityholder and its Affiliates Purchasing Parties are entitled to provide an Exercise Notice and (as defined in the Side Letter) or during the settlement period related to any purchase in the Collateral event that any Purchasing Party provides an Exercise Notice, in each case, pursuant to this Section 13.3(c)the terms of the Side Letter.

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default under the Loan and Security Agreement, Grantor shall be in default hereunder and, subject to compliance with applicable Gaming Laws, Secured Party shall have occurred in any jurisdiction where enforcement is sought, in addition to all other rights and be continuingremedies that Secured Party may have under this Agreement and under applicable law or in equity, all of its rights and remedies as a secured party under the Uniform Commercial Code ("UCC") as enacted in any such jurisdiction (irrespective of whether the UCC by its terms applies to the affected items of collateral), and in addition, subject to compliance with Gaming Laws, the Agent mayfollowing rights and remedies, in its sole discretion, all of which may be exercised with or shall at the direction of the Majority Lenders, direct the Collateral Agent without further notice to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9):Grantor: (a) institute proceedings to notify any issuer of any Pledged Collateral that the same has been pledged to Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in its own name and on behalf of whole or in part, the Secured Parties as Pledged Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any amounts owing thereon to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Secured Party were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action or bring, in Secured Party's name(s) or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; andPledged Collateral; (c) require the Borrower and the Collateral Managerin accordance with applicable law (including, at the Collateral Manager’s expensewithout limitation, applicable Gaming Laws), to (1) assemble all or any part take possession of the Pledged Collateral as directed by with or without judicial process; (d) to endorse, in the Collateral Agent name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (solely at the direction e) to transfer any or all of the AgentPledged Collateral into the name of Secured Party or its nominee or nominees: and (f) in accordance with all applicable laws (including, without limitation, applicable Gaming Laws), to foreclose the liens and make the same available security interests created under this Agreement or under any other agreement relating to the Pledged Collateral Agent at a place by any available judicial procedure or without judicial process, and to be designated by the Collateral Agent (solely at the direction sell, assign or otherwise dispose of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Secured Party; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Secured Party.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral or the Servicer and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Facility Agent or the Majority Required Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility 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. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied pursuant to Section 8.3, against all or any part of the outstanding Loans Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)4.1.

Rights Upon Event of Default. If an Upon the occurrence of any Event of Default shall have occurred and be continuingDefault, the Agent maymay enforce this Guaranty independently of any other remedy or security the Agent or the Lenders at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for the Agent or the Lenders to marshal assets in favor of the Borrower, Guarantor or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. The Agent may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that the Agent, the Lenders and the Borrower may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in its sole discretionany manner whatsoever, all without in any way altering or affecting the security of this Guaranty. The Agent’s and Lenders’ rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or Guarantor, or shall at the direction for any other reason, all as though such amount had not been paid. The rights of the Majority LendersAgent and Lenders created or granted herein and the enforceability of this Guaranty at all times shall remain effective to guarantee the full amount of all the Guarantied Obligations even though the Guarantied Obligations, direct including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against the Collateral Agent to exercise Borrower and whether or not the Borrower shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of the remedies specified herein in Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the Collateral liability, in whole or in part, of the Borrower (other than by reason of the full payment and the Collateral Agent shall promptlyperformance of all Guarantied Obligations), solely at the written direction (d) any failure of the Agent or the Majority Lenders to marshal assets in favor of the Borrower or any other person, (e) any failure of the Agent or the Lenders to give notice of sale or other disposition of any collateral (now or hereafter securing the Guarantied Obligations) to the Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any failure of the Agent or the Lenders to comply with Applicable Law in connection with the sale or other disposition of any collateral or other security for any Guarantied Obligation, including any failure of the Agent or the Lenders to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation, (g) any act or omission of the Agent or the Lenders, also do one or more others that directly or indirectly results in or aids the discharge or release of the following Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of Law or otherwise (subject to Section 13.9): (a) institute proceedings in its own name and on behalf other than by reason of the Secured Parties as Collateral Agent for the collection full payment and performance of all Guarantied Obligations), whether by declaration (h) any Applicable Law which provides that the obligation of a surety or otherwiseguarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, including, without limitation, all rights and benefits under Section 2809 of the California Civil Code purporting to reduce a guarantor’s obligation in proportion to the obligation of the principal, (i) any failure of the Agent or the Lenders to file or enforce a claim in any judgment obtained, and collect from the Borrower and any bankruptcy or other obligor proceeding with respect thereto moneys adjudged dueto any Person, for (j) the specific enforcement election by the Agent or the Lenders in any bankruptcy proceeding of any covenant Person, of the application or agreement in non-application of Section 1111 (b)(2) of the United States Bankruptcy Code, (k) any Transaction Document extension of credit or in the exercise grant of any power granted hereinlien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part use of cash collateral under Section 363 of the Collateral as directed by United States Bankruptcy Code, (in) any agreement or stipulation with respect to the Collateral Agent provision of adequate protection in any bankruptcy proceeding of any Person, (solely at n) the direction avoidance of any lien in favor of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of Lenders for any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection fromreason, or other realization upon(o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of; or bar or stay against collecting, all or any part of the Collateral Guarantied Obligations (after payment or any interest thereon) in or as a result of any amounts incurred in connection with such saleproceedings, (p) shall be deposited into without limiting the Collection Account and to be applied against all generality of the foregoing or any part other provision hereof; all rights and benefits which might otherwise be available to Guarantor under California Civil Code Sections 2787 through 2855, inclusive. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the outstanding Loans pursuant to existence, creation or incurring of new, or additional Guarantied Obligations. Guarantor further waives Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration 2815 of the outstanding Loans. The Collateral Manager and any Affiliates shall California Civil Code which provides that a continuing guaranty may be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, revoked at any time before by the Collateral Agent has disposed guarantor in respect to future transactions and, by virtue of this waiver, Guarantor acknowledges that Guarantor does not have any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate revoke this Agreement and obtain Guaranty as to future advances or additional loans under the Loan Documents and, thus, Guarantor may essentially have no control over its ultimate responsibility for Borrower’s indebtedness guaranteed hereunder. Finally, Guarantor agrees that all advances under the Loans are to be construed as components of but a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)single transaction.

Rights Upon Event of Default. If Subject to Imperial Bank's ---------------------------- rights as to the Film Library and the Film Library Accounts Receivable, upon the occurrence and during the continuance of an Event of Default Default, Secured Party shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement hereof is sought, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the which Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document Party may have under applicable law or in the exercise equity or under this Agreement (including, without limitation, all rights set forth in Section 7 hereof), all of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any its rights and remedies of as a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and take in addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to Debtor and without affecting the liability of Debtor hereunder or the enforceability of the Security Interest created hereby: (a) to foreclose the liens and Security Interest created hereunder or under any other appropriate action agreement relating to protect and enforce any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the right and remedies purpose of taking possession of or removing the Collateral Agent and the Secured Parties which rights and remedies shall be cumulativesame; and (c) require the Borrower and the Collateral Managerto sell, at the Collateral Manager’s expenseassign, to (1) assemble all lease or otherwise dispose of any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to time Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Secured Party and that all payments thereon are to be made directly and exclusively to Secured Party; (e) to collect by announcement at legal proceedings or otherwise all interest, principal or other sums now or hereafter payable upon or on account of the time and place fixed thereforCollateral; (f) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and such sale mayin connection therewith, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, Secured Party may deposit or other realization upon, all or any part surrender control of the Collateral and/or accept other property in exchange for the Collateral; (after payment of g) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts incurred owing on the Collateral; (h) to extend the time of payment, make allowances and adjustments and issue credits in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by in the Agent name of Secured Party or in the name of Debtor; (in its sole discretion). The Agent shall give the Collateral Manager notice of i) to enforce payment and prosecute any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and action or proceeding with respect to any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any or all of the Collateral and take or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New Yorkbring, in each case as set forth the name of Secured Party or in Section 9-623(c)(2) the name of the UCC as in Debtor, steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect in New York, the Borrower shall have the right collection of or to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and Debtor specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager pursuant or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and Debtor waives any right not expressly provided for in this Agreement to Section 7.02receive notice of any public or private judiciary or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or cause proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Debtor shall be applied by Secured Party, in such order and manner as Secured Party in its sole discretion shall determine; (j) to insure, process and preserve the liquidation or disposition Collateral; (k) to exercise all rights under the Note; (l) to remove from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Debtor, use such of its supplies and space at its places of business as may be necessary to properly administer and control the portion of the Collateral Obligations owned by it or the handling of collections and realizations thereon; (m) to occurreceive, open and dispose of all mail addressed to Debtor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Debtor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in each case during its sole discretion may deem advisable. After an Event of Default, Debtor will, at Secured Party's request, assemble all Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the time that premises of Debtor or elsewhere, and will make available to Secured Party all premises and facilities of Debtor for the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase purpose of Secured Party's taking possession of the Collateral pursuant to this Section 13.3(c)or removing or putting the Collateral in salable form.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, Required Lenders may direct the Collateral Facility Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Facility Agent may (with the consent of the Required Lenders) but shall have no obligation, or the Facility Agent shall promptly, solely at the written direction of the Agent or the Majority Required Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Facility Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Facility Agent by Applicable Law or any Transaction Document; (b) institute proceedings from time to time for the complete or partial foreclosure upon the Collateral; (c) subject to Section 13.3(b), exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Facility Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) subject to Section 13.3(b), require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Facility Agent (solely at the direction of the Agent) and make the same available to the Collateral Facility Agent at a place to be designated by the Collateral Facility Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Facility Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Facility Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Facility Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans Obligations pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans4.1. The Collateral Manager Manager, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default Default, Administrative Agent shall have occurred and be continuing, the Agent mayhave, in its sole discretionany jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Administrative Agent may have under applicable law or shall at the direction of the Majority Lendersin equity or under this Agreement (including, direct the Collateral Agent to exercise any of the remedies specified herein without limitation, all rights set forth in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent Section 6 hereof) or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueLoan Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantor and without affecting the Obligations of Grantor hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Administrative Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Administrative Agent and that all payments thereon are to be made directly and exclusively to Administrative Agent; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Administrative Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (g) to settle, compromise or release, on terms acceptable to Administrative Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (h) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Administrative Agent or in the name of Grantor; (i) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Administrative Agent or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Administrative Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Administrative Agent which may release any obligor from personal liability on any of the Collateral, and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Administrative Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Administrative Agent or Grantor may be applied by Administrative Agent without notice to Grantor to the Secured Obligations in such order and manner as Administrative Agent in its sole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Administrative Agent may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and enforce control the right handling of collections and realizations thereon, and Administrative Agent shall be deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by Administrative Agent; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Administrative Agent may designate; provided that Administrative Agent agrees that it will promptly deliver over to Grantor such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Administrative Agent’s sole option and as Administrative Agent in its sole discretion may deem advisable. Grantor will, at Administrative Agent’s request, assemble the Collateral and make it available to Administrative Agent at places which Administrative Agent may designate, whether at the premises of Grantor or elsewhere, and will make available to Administrative Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of Administrative Agent’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. Administrative Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Administrative Agent or any Person on Administrative Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Parties which rights and remedies Obligations in such order as shall be cumulative; and determined by Administrative Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Administrative Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, Administrative Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Administrative Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Administrative Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantor agrees that if such Collateral is sold for a price which Administrative Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) require Administrative Agent shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the Borrower possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Administrative Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale of Collateral hereunder, Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral Manager, so sold. Each such purchaser at any such sale shall hold the Collateral Manager’s expenseso sold absolutely free from any claim or right upon the part of Grantor or any other Person, and Grantor hereby waives (to (1the extent permitted by applicable laws) assemble all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified belowmade on credit or for future delivery, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated required to make apply any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction portion of the sale price to the Secured Obligations until such amount actually is received by Administrative Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such any Collateral so sold may be retained by Administrative Agent until the sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received price is paid in full by the purchaser or purchasers thereof. Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral Agent so sold, and, in respect case of any sale ofsuch failure, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall may be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)sold again.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default Default, each Grantor shall have occurred be in default hereunder and be continuing, the Agent mayfor the benefit of the Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of that the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, Party may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to any Grantor except such notice as may be specifically required by applicable law: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (b) to protect and enforce enter any premises where any Collateral may be located for the right and remedies purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the Collateral Agent and the Secured Parties which rights and remedies shall be cumulativesame; and (c) require the Borrower and the Collateral Managerto sell, at the Collateral Manager’s expenseassign, to (1) assemble all lease or otherwise dispose of any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (d) to time notify obligors on the Collateral that the Collateral has been assigned to the Agent for the benefit of the Secured Party and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Agent for the account of the Secured Party; (e) to collect by announcement at legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the time and place fixed thereforCollateral; (f) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and such sale may, without further notice, be made at in connection therewith the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, may deposit or other realization upon, all or any part surrender control of the Collateral (after payment of any amounts incurred and/or accept other property in connection with such sale) shall be deposited into exchange for the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order Collateral as the Collateral Agent shall be directed by the Agent reasonably deems appropriate and is commercially reasonable; (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted g) to participate in any such sale. Notwithstanding anything herein to the contrarysettle, at any time before the Collateral Agent has disposed of any of the Collateral compromise or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New Yorkrelease, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered on terms acceptable to the Agent, in whole or in part, any amounts owing on the delivering party Collateral and/or any disputes with respect thereto; (or its designated Affiliate or managed fundh) shall be obligatedto extend the time of payment, irrevocably make allowances and unconditionally, to purchase adjustments and issue credits in connection with the Collateral, at Collateral in the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery name of the Exercise Notice. Neither Agent for the benefit of the Secured Party or in the name of any Grantor; (i) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral Agentand take or bring, in the name of the Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Agent nor any Lender shall assert any right to effect collection of or remedy in respect of to realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager pursuant or any other action taken by the Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives, to Section 7.02the extent permitted by applicable law, any right to receive notice of any public or cause private judicial or nonjudicial sale or foreclosure of any security or any of the liquidation Collateral, and any money or other property received by the Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Agent or any Grantor may be applied by the Agent, without notice to any Grantor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (j) to insure, protect and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to give notice of sole control or any other instruction under any Deposit Account Control Agreement or any other control agreement with any securities intermediary and take any action therein with respect to such Collateral; and (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Agent may, at the cost and expense of any Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral Obligations or to occurproperly administer and control the handling of collections and realizations thereon, in each case during and the Agent shall be deemed to have a rent-free tenancy of any premises of such Grantor for such purposes and for such periods of time that as reasonably required by the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase Agent. Each Grantor will, at the Agent's request, assemble the Collateral pursuant and make it available to this Section 13.3(c)the Agent at places which the Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptlyhave, solely at the written direction of the Agent or the Majority Lendersin any jurisdiction where enforcement hereof is sought, also do one or more of the following (subject in addition to Section 13.9): (a) institute proceedings in its own name all other rights and on behalf of the Secured Parties as remedies that Collateral Agent for the collection of may have under applicable Law or in equity or under this Agreement (including, without limitation, all Obligations, whether by declaration rights set forth in Section 6 hereof) or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueNote Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantor (except to the extent notice is otherwise required to be given pursuant to the fourth paragraph this Section 10) and without affecting the Obligations of Grantor hereunder or under any other Note Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent and that all payments thereon are to be made directly and exclusively to Collateral Agent; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of Grantor; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or Grantor may be applied by Collateral Agent without notice to Grantor to the Secured Obligations in such order and manner as Collateral Agent in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Note Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be reasonably necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (n) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to Grantor such mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Collateral Agent’s sole option and as Collateral Agent in its sole discretion may deem advisable. Grantor will, at Collateral Agent’s written request, assemble the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part thereof, as requested) and make it available to Collateral Agent at places which Collateral Agent may designate, whether at the premises of Grantor or elsewhere (provided, however, that Grantor shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of Collateral Agent’s taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent (solely at also shall have the direction of the Agent) right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and make the same available without regard to the Collateral Agent at a place adequacy of any security for the Secured Obligations, to be designated by the Collateral Agent (solely at the direction take possession of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or more parcels at waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of the Gaming Authority, Collateral Agent may also request, in connection therewith, the Gaming Authority to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Collateral Agent for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Collateral Agent or any Person on Collateral Agent’s behalf may bid and purchase at any such sale or the Agent’s offices or elsewhere in accordance with Applicable Lawother disposition. The Borrower agrees thatnet cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the extent notice expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be required determined by lawCollateral Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Collateral Agent on written demand any deficiency with regard thereto which may remain after such sale, at least ten days’ disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to Grantor, reasonable notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make Grantor at its address designated below, at least ten days before the date of the sale, Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the time and place fixed thereforlike, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Collateral Agent shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other realization uponPerson, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all is made on credit or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the for future delivery, Collateral Agent shall not be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of required to apply any sale of Collateral following an acceleration portion of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein sale price to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral Secured Obligations until such amount actually is received by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, and any Collateral so sold may be retained by Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent nor shall not incur any Lender liability in case any such purchaser or purchasers shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of fail to pay for the Collateral Manager pursuant to Section 7.02so sold, or cause the liquidation or disposition and, in case of any such failure, the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)may be sold again.

Rights Upon Event of Default. If Upon the occurrence of an Event of Default Default, Lender shall have occurred and be continuing, the Agent mayhave, in its sole discretionany jurisdiction where enforcement hereof is sought, or shall at the direction of the Majority Lenders, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document that Lender may have under applicable law or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the exercise of any power granted hereinPromissory Note, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC as enacted in any jurisdiction, and, in addition, the following rights and take remedies, all of which may be exercised with or without notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action agreement relating to protect any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and enforce upon such terms as shall be acceptable to Lender; (d) to notify obligors on the right Collateral that the Collateral has been assigned to Lender and remedies that all payments thereon are to be made directly and exclusively to Lender, for the benefit of Lender; (e) to collect by legal proceedings or otherwise all Distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Lender, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral Agent and or accept other Property in exchange for the Secured Parties which rights and remedies shall be cumulativeCollateral; and (ch) require the Borrower and the Collateral Managerto settle, at the Collateral Manager’s expensecompromise or release, on terms acceptable to (1) assemble all Lender, in whole or in part, any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell amounts owing on the Collateral or any part thereof disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in one connection with the Collateral in the name of Lender or more parcels at a public in the name of Borrower; (j) to enforce payment and prosecute any action or private sale, at proceeding with respect to any or all of the Collateral Agent’s and take or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New Yorkbring, in each case as set forth the name of Lender or in Section 9-623(c)(2) the name of the UCC as in Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect in New York, the Borrower shall have the right collection of or to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of realize upon the Collateral, including any right described in Section 13.3(a) judicial or Section 13.10nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or cause the removal all of the Collateral Manager pursuant or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and Borrower waives any right not expressly provided for in this Loan Agreement to Section 7.02receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or cause proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or Borrower may be applied by Lender without notice to Borrower to the liquidation Secured Obligations in such order and manner as Lender in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under this Loan Agreement or the Promissory Note; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the cost and expense of Borrower, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral Obligations owned by Borrower or to occurproperly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of Borrower for such purposes and for such periods of time as reasonably required by Lender; (n) to receive, open and dispose of all mail addressed to Borrower and notify postal authorities to change the address for delivery thereof to such address as Lender may designate; provided that Lender agrees that it will promptly deliver over to Borrower such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's sole option and as Lender in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral pursuant and make it available to this Section 13.3(c)Lender at places that Lender may reasonably designate, whether at the premises of Borrower or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Borrower for the purpose of Lender's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Letter Agreement, the Borrower shall be in default hereunder and the Lender shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in its sole discretionaddition to all other rights and remedies that the Lender may have under this Agreement and under applicable law or in equity, or shall at all rights and remedies of a Lender under the direction of the Majority LendersUniform Commercial Code as enacted in any such jurisdiction, direct the Collateral Agent to exercise any of the remedies specified herein and in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of addition the following rights and remedies, all of which may be exercised with or without further notice to the Borrower, provided that Lender shall act in accordance with applicable law (subject to Section 13.9including all applicable gaming laws, rules and regulations): (a) institute proceedings to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to the Lender and that all dividends and other payments thereon are to be made directly and exclusively to the Lender; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Lender, in its own name and on behalf of whole or in part, the Secured Parties as Pledged Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any amounts owing thereon or any guaranty or security therefor; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if the specific enforcement of any covenant or agreement in any Transaction Document or in Lender were the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action to protect and enforce or bring, in the right and remedies Lender’s name or in the name of the Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral Agent with or without judicial process; (d) to endorse, in the name of the Borrower, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Secured Parties which rights and remedies shall be cumulativePledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of the Lender or its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable law, to (1) assemble all foreclose the liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement the Lender; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part sole discretion of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Lender.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Required Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral ManagerServicer, at the Collateral ManagerServicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager Servicer notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager Servicer and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein . (d) Subject to the contraryremainder of this Section 13.3(d), at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case case, as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower Borrower, the Servicer, the Equityholder and/or any Affiliate thereof or fund or account managed by the Servicer or any Affiliate thereof and designated in writing by the Servicer (such parties, collectively in such capacity, the “Purchasing Parties”) shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) ), with a copy to the Collateral Agent, which shall include a proposed purchase priceprice and be delivered not later than five (5) Business Days after the date on which the Borrower first received notice from the Agent of the occurrence of such Event of Default and termination of the Commitments, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder applicable Purchasing Party has access to sufficient capital to consummate such purchase in accordance with this clause (cd). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) applicable Purchasing Party shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at no less than the price referenced abovefull unpaid amount of all Obligations, for settlement within the normal settlement period for such Collateral; provided that that, the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager Servicer pursuant to Section 7.027.2, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case case, during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c13.3(d). (e) For the avoidance of doubt, it is understood that the Equityholder, the Servicer, or any of their respective Affiliates may submit its bid for the Collateral or any portion thereof as a combined bid with the bids of other members of a group of bidders, and shall have the right to find bidders to bid on the Collateral or any portion thereof.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Company shall be in default hereunder and Secured Parties shall have occurred and be continuing, the Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the that Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Company: (a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to Secured Parties and that all dividends and other payments thereon are to be made directly and exclusively to the Administrative Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Parties, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Administrative Agent were the owner thereof; (b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take any other appropriate action to protect and enforce or bring, in Secured Parties' names or in the right and remedies name of the Company, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral with or without judicial process; (d) to endorse, in the name of the Company, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of the Administrative Agent and the Secured Parties which rights and remedies shall be cumulativeor its nominee or nominees; and (cf) require the Borrower and the Collateral Manager, at the Collateral Manager’s expensein accordance with applicable law, to (1) assemble all foreclose the liens and security interests created under this Agreement or under any part other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels thereof, either at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement the Administrative Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part sole discretion of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c)Secured Parties.