Common use of Rights Upon Event of Default Clause in Contracts

Rights Upon Event of Default. Upon the occurrence of an ------------------------------ Event of Default, Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies 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 Promissory Note, 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 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 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 Lender; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender and 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 or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral 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 Lender or in the name of Borrower; (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 Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral 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 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 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 Borrower may be applied by Lender without notice to Borrower to the 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 owned by Borrower or to properly 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender the Secured Parties shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Secured Parties 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 Promissory NoteNote Purchase Agreement, 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 remedies, all of which may be exercised with or without notice to Borrower the Grantors (except as expressly provided herein) and without affecting the Secured ObligationsObligations 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 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 ’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 Lenderthe Secured Parties; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Secured Parties and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Parties; (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 the Secured Parties may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (hf) to settle, compromise or release, on terms acceptable to Lenderthe Secured Parties, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ig) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender the Secured Parties or in the name of BorrowerGrantors; (jh) 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 Lender the Secured Parties or in the name of Borrowera Grantor, any and all steps, actions, suits or proceedings deemed by Lender the Secured Parties necessary or desirable to effect collection of or to realize upon the Collateral, including including, without limitation, any judicial or nonjudicial foreclosure thereof or thereon, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Secured Parties which may release any obligor from personal liability on any of the Collateral, and Borrower to the extent permitted by applicable law, each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender the Secured Parties or Borrower a Grantor may be applied by Lender the Secured Parties without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender the Secured Parties in its their sole discretion shall determine; (ki) to insure, process and preserve the Collateral; (lj) to exercise all rights, remedies, powers or privileges provided under this Loan Agreement or the Promissory NoteNote Purchase 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 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 owned by Borrower or to properly 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; (nk) to receive, open and dispose of all mail addressed to Borrower Company and notify postal authorities to change the address for delivery thereof to such address as Lender the Secured Parties may designate; provided that Lender agrees the Secured Parties agree that it they will promptly deliver over to Borrower Grantors such opened mail as does not relate to the Collateral; and (ol) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's the Secured Parties’ sole option and as Lender the Secured Parties in its their sole discretion may deem advisable. Borrower shallGrantors will, at Lender's the Secured Parties’ request, assemble the Collateral and make it available to Lender the Secured Parties at places that Lender which the Secured Parties may reasonably designate, whether at the premises of Borrower Company or elsewhere, and will make available to Lenderthe Secured Parties, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of Lender's the Secured Parties’ 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, the 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 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 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 being within the view of prospective purchasers. The Secured 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 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 determined by the Secured Parties in their sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to the 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. The requirement of sending notice conclusively shall be 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 receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership or limited liability company 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, as amended, or other applicable laws, the Secured Parties may, in 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 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 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 (c) the Secured Parties 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. Grantors recognize 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 the Secured Parties 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, the Secured Parties shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantors or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender may have under applicable law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 7 hereof) or under the Promissory Noteany other Loan Document, all rights and remedies of a secured party under the UCC as enacted in any jurisdiction, Colorado Uniform Commercial Code and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Borrower Grantor and without affecting the Secured Obligationsobligations 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 ’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 Lender; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of Lender; (e) 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 Lender, in whole or in part, the Collateral and any amounts owing thereon or any guaranty or security therefor; and to give all consents, waivers and ratifications with respect to the Collateral and exercise any other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Lender were the owner thereof; (f) to collect by legal proceedings or otherwise all Distributionsdividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (fg) to cause the Collateral to be registered in the name of Lender, as legal owner; (gh) 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 or accept other Property property in exchange for the Collateral; (hi) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral or and any disputes with respect thereto; (ij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name of BorrowerGrantor; (jk) 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 Lender or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and Borrower and, to the extent allowable by law, Grantor waives any right not expressly provided for in this Loan Agreement to receive notice of any public or private judicial or nonjudicial non-judicial 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 CollateralCollateral covered by this Agreement, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Lender or Borrower Grantor, may be applied by Lender Lender, subject to the provisions of the Loan Documents, without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender in its sole discretion shall determinedetermine in accordance with applicable Laws; (kl) to take possession of the Collateral with or without judicial process; (m) to insure, process and preserve the Collateral; (ln) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Collateral; (o) to exercise all rights, remedies, powers or privileges provided under this the Loan Agreement Documents to transfer any or all of the Promissory NoteCollateral into the name of Lender or its nominee or nominees; (mp) 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 BorrowerGrantor, 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 and sell or dispose of the portion of the Collateral owned by Borrower or to properly 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 Grantor for such purposes and for such periods of time as reasonably required by Lender; (nq) to receive, open and dispose of all mail addressed to Borrower Grantor 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 Grantor such opened mail as does not relate to the Collateral; and (or) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's ’s sole option and as Lender in its sole discretion to the extent allowable by law may deem advisable. Borrower shallGrantor will, at Lender's ’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender at places that which Lender may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of Lender's ’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, Lender 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 Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the 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 pursuant to this Section 12 may be held at any office of Lender, or at Grantor’s place 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. Lender may direct the order and manner of sale of the Collateral, or portions thereof, as it in its reasonable discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Lender, or any Person on Lender’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, subject to the provisions of the Loan Documents, to the satisfaction of the Obligations in such order as shall be determined by Lender in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Lender 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 applicable laws. In connection with any public or private sale of the Collateral, Lender shall give Grantor at least ten (10) days prior written notice of the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition may be made. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Lender may, in its sole and absolute discretion, subject to compliance with the requirements of applicable Laws, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Lender may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Lender 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 Lender in good faith believes to be reasonable under the circumstances then existing, then, subject to Section 9-615(f) of the Uniform Commercial Code, if and to the extent same is not waivable, (a) the sale shall not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (c) Lender 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 Lender 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 that is privately traded. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will send or otherwise make available to Grantor, such notice as may be required by the Colorado 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. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Obligations except as expressly provided for in this Section 12. Upon consummation of any sale of Collateral hereunder, Lender 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 Person, 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 is made on credit or for future delivery, Lender shall not be required to apply any portion of the sale price to the Obligations until such amount actually is received by Lender, and any Collateral so sold may be retained by Lender until the sale price is paid in full by the purchaser or purchasers thereof. Lender 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Collateral Agent may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Note Document, 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 Borrower Grantor (except to the extent notice is otherwise required to be given pursuant to the fourth paragraph this Section 10) and without affecting the Secured ObligationsObligations 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 ’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 LenderCollateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Collateral Agent and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderCollateral Agent; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderCollateral 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 Lender Collateral Agent may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderCollateral Agent, in whole or in part, any amounts owing on the Collateral or 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 Lender Collateral Agent or in the name of BorrowerGrantor; (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 Lender Collateral Agent or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereonthereon in accordance with applicable Law, and Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Collateral Agent which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Collateral Agent or Borrower Grantor may be applied by Lender Collateral Agent without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender 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 this Loan Agreement or any of the Promissory NoteNote 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 Lender Collateral Agent may, at the cost and expense of BorrowerGrantor, 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 Borrower Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Collateral Agent shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor for such purposes and for such periods of time as reasonably required by LenderCollateral Agent; (n) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Collateral Agent may designate; provided that Lender Collateral Agent agrees that it will promptly deliver over to Borrower 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 Lender's Collateral Agent’s sole option and as Lender Collateral Agent in its sole discretion may deem advisable. Borrower shallGrantor will, at Lender's Collateral Agent’s written request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Collateral Agent at places that Lender which Collateral Agent may reasonably designate, whether at the premises of Borrower Grantor or elsewhereelsewhere (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 LenderCollateral Agent, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of Lender's Collateral 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, Collateral 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 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 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 Obligations in such order as shall be determined by Collateral 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, 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address designated below, at least ten days before the date of the sale, Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. 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, Collateral 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 Collateral Agent may deem necessary or advisable in order that the sale may be 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 private sale, Grantor agrees that if such Collateral is sold for a price which Collateral 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) 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 of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence of an ------------------------------ Event of Default, Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies 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 Promissory Note, 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 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 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 Lender; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender and 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 or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral 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 Lender or in the name of Borrower; (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 Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral 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 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 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 Borrower may be applied by Lender without notice to Borrower to the 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 owned by Borrower or to properly 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantors and without affecting the Secured ObligationsObligations 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Secured Party or in the name of BorrowerGrantors; (ji) 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 Lender Secured Party or in the name of BorrowerGrantors, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantors may be applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender Secured Party in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; (ml) 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 Secured Party may, at the cost and expense of BorrowerGrantors, 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 owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower Grantors for such purposes and for such periods of time as reasonably required by LenderSecured Party; (nm) to receive, open and dispose of all mail addressed to Borrower Grantors or any of them and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower Grantors such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at LenderSecured Party's request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of LenderSecured Party'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, 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 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

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of DefaultDefault under the Amended and Restated Credit Agreement, Lender subject to compliance with the requirements of any applicable Gaming Laws and Liquor Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Borrower Grantors and without affecting the Secured Obligationsobligations 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 ’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 LenderSecured 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 Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of Borrowerany 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 Lender Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower may be Grantors maybe applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower any Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower 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 Lender's Secured Party’s sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at Lender's Secured Party’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designatedesignate (subject to the approval of any applicable Gaming Board), whether at the premises of Borrower Grantors or elsewhereelsewhere (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 LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of Lender's Secured Party’s taking possession of the such Collateral or storing the same or removing or putting the 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 appointment of such a receiver), 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 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 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 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 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 as may be required by the 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. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Collateral Agent may have under applicable law or in equity or under this Loan Agreement (including, but not limited to, including all rights set forth in Article VII Section 6 hereof) or under the Promissory NoteIndenture, all of its rights and remedies of as 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 Borrower Grantor and without affecting the Secured ObligationsObligations of Grantor hereunder or under the Indenture, 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 ’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 LenderCollateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Collateral Agent and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderCollateral Agent; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderCollateral 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 Lender Collateral Agent may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderCollateral Agent, in whole or in part, any amounts owing on the Collateral or 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 Lender Collateral Agent or in the name of BorrowerGrantor; (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 Lender Collateral Agent or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Collateral Agent which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Collateral Agent or Borrower Grantor may be applied by Lender Collateral Agent without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender 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 this Loan Agreement or any of the Promissory NoteIndenture; (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 Collateral Agent may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Collateral Agent shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor for such purposes and for such periods of time as reasonably required by LenderCollateral Agent; (n) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Collateral Agent may designate; provided that Lender Collateral Agent agrees that it will promptly deliver over to Borrower 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 Lender's Collateral Agent’s sole option and as Lender Collateral Agent in its sole discretion may deem advisable. Borrower shallGrantor will, at Lender's Collateral Agent’s request, assemble the Collateral and make it available to Lender Collateral Agent at places that Lender which Collateral Agent may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to LenderCollateral Agent, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of Lender's Collateral 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. Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Collateral 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 Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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 Collateral 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 Collateral 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. 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 other disposition. Subject to the terms of the Intercreditor Agreement, 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 in such order as shall be determined by Collateral Agent in its sole and absolute discretion. Subject to the terms of the 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Indenture, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. 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, as amended, or other applicable laws, Collateral Agent may subject to the terms of the Intercreditor Agreement, 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 provided in the UCC. Without limiting the foregoing but subject to the terms of the Intercreditor Agreement, 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 private sale, Grantor agrees that if such Collateral is sold for a price which Collateral 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) 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 of Collateral hereunder, Collateral Agent shall, subject to the terms of the Intercreditor Agreement, 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 Person, 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 is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender the Grantors shall be in default hereunder and, subject to applicable law, Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Bank may have under this Agreement and under applicable law laws or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Noteequity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created herebyGrantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral Operative Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 Lendercommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to Lender Bank and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to Lender, for the benefit of LenderBank; (ev) to collect by legal proceedings or otherwise all Distributionsdividends, 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; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Bank may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the CollateralCollateral as Bank reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to LenderBank, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name applicable Grantor for the benefit of BorrowerBank; (jix) 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 on behalf of Lender itself or in the name of Borrowerthe applicable Grantor, any and all steps, actions, suits or proceedings deemed by Lender necessary or reasonably desirable by Bank to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Bank which may release any obligor from personal liability on any of the Collateral, and Borrower waives each Grantor waives, to the extent permitted by applicable law, any right not expressly provided for in this Loan 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 Lender 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 Lender Bank or Borrower any of the Grantors, may be applied by Lender Bank, without notice to Borrower the Grantors, to the Secured Obligations in such order and manner as Lender Bank in its their sole discretion shall determine; (kx) to insure, process protect and preserve the Collateral; (lxi) to exercise all rights, remedies, powers or privileges provided under this Loan Agreement or any of the Promissory NoteOperative Documents; and (mxii) 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 Bank may, at the cost and expense of Borrowerthe 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 portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Bank shall be deemed to have a rent-free tenancy of any premises of Borrower the Grantors for such purposes and for such periods of time as reasonably required by Lender; (n) to receiveBank. So long as an Event of Default has occurred and is continuing, 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 its sole discretion may deem advisable. Borrower shalleach Grantor will, at LenderBank's request, assemble the Collateral and make it available to Lender Bank at places that Lender which Bank may reasonably designate, whether at the premises of Borrower such Grantor or elsewhere, and will make available to LenderBank, free of cost, all premises, equipment and facilities of Borrower such Grantor for the purpose of LenderBank'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. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 8 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantors and without affecting the Secured ObligationsObligations 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 ’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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to LenderSecured 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 Secured Party and that all Distributions, interest and other payments thereon are to be made directly and exclusively to Administrative Agent, for the benefit of Lender; Secured Party, (ef) 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; (fg) to cause the Collateral to be registered in the name of LenderSecured Party, as legal owner; (gh) 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 Secured Party may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (hi) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Secured Party or in the name of Borrowerany Grantor; (jk) 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 Lender Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor Loan Party from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; , and each Grantor agrees that any money or other property received by Lender 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 Lender Secured Party or Borrower Grantors may be applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender Secured Party in its sole discretion shall determine; (kl) to insure, process and preserve the Collateral; (lm) to exercise all rights (including voting rights), remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; (mn) 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 Secured Party may, at the cost and expense of Borrowereach Grantor, 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 Borrower such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party, subject to the terms and conditions of any lease thereof; (no) to receive, open and dispose of all mail addressed to Borrower any Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may reasonably designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower the appropriate Grantor such opened mail as does not relate to the Collateral; and (op) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's Secured Party’s sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at Lender's Secured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of Lender's Secured Party’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, 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 appointment of such a receiver), 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. Secured Party shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in process or rendering of services in connection with enforcing any of the security interests granted to Secured Party by Grantors. 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 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 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 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 determined by Secured 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, 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, and notwithstanding any provision of this Agreement to the contrary, Secured Party will send or otherwise make available to Borrower, as agent for Grantors and each of them, 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. The requirement of sending reasonable notice conclusively shall be met if such notice is given to the Borrower in accordance with the Credit Agreement at least ten (10) days before the date of the sale. Each Grantor other than Borrower hereby irrevocably appoints Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged 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, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, upon the occurrence and during the continuance of an Event of Default, 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, Grantors agree 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 (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) Secured Party 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. Grantors recognize 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 such Collateral for an amount substantially less than 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, Secured Party may use any of the IP Collateral for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted to Secured Party by Grantors. Secured Party may grant such license or licenses relating to the IP Collateral for such term or terms, on such conditions and in such manner, as Secured Party 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 IP Collateral (or any part thereof), the applicable Grantors shall supply to Secured Party, or Secured Party’s designee, such Grantors’ knowledge and expertise relating to the manufacture and sale of the products and services bearing the IP Collateral and Grantors’ customer lists and other records relating to the IP Collateral and the distribution thereof. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender subject to compliance with the requirements of applicable Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantors and without affecting the Secured Obligationsobligations 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of Borrowerany 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 Lender Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantors may be applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower any Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower 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 LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at LenderSecured Party's request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of LenderSecured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable saleable 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 (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the 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 Secured Party, or at Grantors' places of business, or at any other place permitted by -11- 116 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 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 Obligations in such order as shall be determined by Secured 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, 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 the Borrower, as agent for Grantors and each of them, 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to the Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to the Borrower, at least ten (10) days before the date of the sale. Each Grantor other than the Borrower hereby irrevocably appoints the Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to the Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender subject to compliance with the requirements of applicable laws, the Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Bank may have under applicable law or in equity or under this Loan Agreement (includingINCLUDING, but not limited towithout limitation, all rights set forth in Article VII SECTION 5 hereof) or under the Promissory NoteLoan Agreement, all rights and remedies of a secured party the Bank 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 Borrower Grantor and without affecting the Secured Obligationsobligations of Grantor hereunder or under the Loan Agreement, or the enforceability of the Liens liens and security interests created hereby: (a) to foreclose the Liens 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 Lenderthe Bank; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of Lender; (ec) to collect by legal proceedings or otherwise all Distributionsdividends, 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; (gd) 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 the Bank may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral 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 Lender or in the name of Borrower; (je) 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 Lender the Bank or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender the Bank necessary or desirable to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Bank which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender the 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 Lender the Bank or Borrower Grantor may be applied by Lender the Bank without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 owned by Borrower or to properly 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 Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender the Bank may designate; provided PROVIDED that Lender the Bank agrees that it will promptly deliver over to Borrower Grantor such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lenderthe Bank's sole option and as Lender the Bank in its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionjurisdiction where any Collateral may be located, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Borrower the Grantor and without affecting the Secured ObligationsObligations of the 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 Lenderthe Secured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 the Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to Lenderthe Secured Party, in whole or in part, any amounts owing on the Collateral or and/or any 166 disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender the Secured Party or in the name of Borrowerthe Grantor; (ji) 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 Lender the Secured Party or in the name of Borrowerthe Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower the Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower the Grantor, to the fullest extent permitted by applicable Law, waives any right not expressly provided for in this Loan 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 Lender the Secured Party in exchange for or on 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 action, taken by Lender the Secured Party or Borrower the Grantor may be applied by Lender the Secured Party without notice to Borrower the Grantor to the Secured Obligations in such order and manner as Lender the Secured Party in its sole discretion shall determine; (kj) to insure, process protect and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; (m1) 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 the Secured Party, may, at the cost and expense of Borrowerthe Grantor, use such of its the Grantor's 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 owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender the Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower the Grantor for such purposes and for such periods of time as reasonably required by Lenderthe Secured Party; (nm) to receive, open and dispose of all mail addressed to Borrower the Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender the Secured Party may designate; provided that Lender the Secured Party agrees that it will promptly deliver over to Borrower the Grantor such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges and remedies remedies, of an owner of the Collateral; all at Lenderthe Secured Party's sole option and as Lender the Secured Party in its sole discretion may deem advisable. Borrower shallThe Grantor will, at Lenderthe Secured Party's request, assemble the Collateral and make it available to Lender the Secured Party at places that Lender which the Secured Party may reasonably designate, whether at the premises of Borrower the Grantor or elsewhere, and will make available to Lenderthe Secured Party, free of cost, all premises, equipment and facilities of Borrower the Grantor for the purpose of Lenderthe Secured Party'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, the 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 the Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of the Secured Party, or at the 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 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 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 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 determined by the Secured Party in its sole and absolute discretion. The Grantor and any other Person then obligated therefor shall pay to the 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. The Grantor expressly agrees that the requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to 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 right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. 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, the 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 the Secured Party may deem necessary or advisable in order that the sale may be 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 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 (c) the Secured Party shall not incur any liability or responsibility to 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 is not regularly traded on a recognized securities exchange, and that a sale by the Secured Party of any such Collateral 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 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, the Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of the Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantor and without affecting the Secured ObligationsObligations 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 ’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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Secured Party or in the name of BorrowerGrantor; (ji) 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 Lender Secured Party or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantor may be applied by Lender Secured Party without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender Secured Party in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; (ml) 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 Secured Party may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (nm) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower Grantor such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's Secured Party’s sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantor will, at Lender's Secured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of Lender's Secured Party’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, 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 Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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 Secured Party, or at Grantor’s place 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 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 in such order as shall be determined by Secured 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, 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, membership 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, as amended, or other applicable 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 (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) 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 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, 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 Grantor or any other Person except a third party lienholder permitted under the Loan Documents, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantors and without affecting the Secured ObligationsObligations 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Secured Party or in the name of BorrowerGrantors; (ji) 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 Lender Secured Party or in the name of BorrowerGrantors, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantors may be applied by Lender Secured Party without notice to Borrower Grantors, to the Secured Obligations in such order and manner as Lender Secured Party in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; (ml) 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 Secured Party may, at the cost and expense of BorrowerGrantors, 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 owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower Grantors for such purposes and for such periods of time as reasonably required by LenderSecured Party; (nm) to receive, open and dispose of all mail addressed to Borrower Grantors, or any of them, and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower Grantors such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at LenderSecured Party's request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of LenderSecured Party'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, 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 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 Secured Party, or at any Grantor's place 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 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 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 determined by Secured 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, 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 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. The requirement of sending notice conclusively shall be met if such notice is given in the manner contemplated by the Loan Agreement at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company memberships, 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, 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, each 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 (a) the sale shall be deemed to be commercially reasonable in all respects, (b) no Grantor shall 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 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 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. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of DefaultDefault under the Second Amended and Restated Credit Agreement, Lender subject to compliance with the requirements of any applicable Gaming Laws and Liquor Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Borrower Grantors and without affecting the Secured Obligationsobligations 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 ’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 LenderSecured 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 Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of Borrowerany 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 Lender Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower may be Grantors maybe applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower any Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower 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 Lender's Secured Party’s sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at Lender's Secured Party’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designatedesignate (subject to the approval of any applicable Gaming Board), whether at the premises of Borrower Grantors or elsewhereelsewhere (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 LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of Lender's Secured Party’s taking possession of the such Collateral or storing the same or removing or putting the 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 appointment of such a receiver), 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 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 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 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 as may be required by the 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. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender may have under this Agreement and under applicable law laws or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Noteequity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created herebyGrantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral Loan Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 ’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 Lendercommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to Lender, for the benefit of Lender; (ev) to collect by legal proceedings or otherwise all Distributionsdividends, 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; (gvi) to enter into any extension, reorganization, depositdisposition, 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 or and/or accept other Property property in exchange for the CollateralCollateral as Lender reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name applicable Grantor for the benefit of BorrowerLender; (jix) 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 on behalf of Lender itself or in the name of Borrowerthe applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and Borrower waives each Grantor waives, to the extent permitted by applicable law, any right not expressly provided for in this Loan 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 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 Borrower any of the Grantors, may be applied by Lender Lender, without notice to Borrower the Grantors, to the Secured Obligations in such order and manner as Lender in its their sole discretion shall determine; (kx) to insure, process protect and preserve the Collateral; (lxi) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; and (mxii) 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 Borrowerthe 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 portion of the Collateral owned by Borrower or to properly 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 the Grantors for such purposes and for such periods of time as reasonably required by Lender; (n) to receive. So long as an Event of Default has occurred and is continuing, 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 its sole discretion may deem advisable. Borrower shalleach Grantor will, at Lender's ’s request, assemble the Collateral and make it available to Lender at places that which Lender may reasonably designate, whether at the premises of Borrower such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Borrower such Grantor for the purpose of Lender's ’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. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Administrative Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Administrative Agent may have under applicable law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantor and without affecting the Secured ObligationsObligations 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 ’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 LenderAdministrative Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Administrative Agent and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderAdministrative Agent; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 Administrative Agent may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderAdministrative Agent, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Administrative Agent or in the name of BorrowerGrantor; (ji) 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 Lender Administrative Agent or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Administrative Agent which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Administrative Agent or Borrower Grantor may be applied by Lender Administrative Agent without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender Administrative Agent in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; (ml) 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 Administrative Agent may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Administrative Agent shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor for such purposes and for such periods of time as reasonably required by LenderAdministrative Agent; (nm) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Administrative Agent may designate; provided that Lender Administrative Agent agrees that it will promptly deliver over to Borrower Grantor such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's Administrative Agent’s sole option and as Lender Administrative Agent in its sole discretion may deem advisable. Borrower shallGrantor will, at Lender's Administrative Agent’s request, assemble the Collateral and make it available to Lender Administrative Agent at places that Lender which Administrative Agent may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to LenderAdministrative Agent, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of Lender's 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 Obligations in such order as shall be 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) 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 of Collateral hereunder, Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon Subject to the terms of the First Lien Intercreditor Agreement, upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Collateral Agent and/or Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 9 hereof) or under the Promissory Noteany other Notes Document, 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 Borrower the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the Secured Obligationsobligations 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 processprocess 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 ’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 LenderCollateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Lender, Collateral Agent for the benefit of LenderSecured 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 Distributionsdividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (fg) to cause the Collateral to be registered in the name of LenderCollateral Agent, as legal owner, for the benefit of Secured Party; (gh) 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 Collateral Agent may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (hi) to settle, compromise or release, on terms acceptable to LenderCollateral Agent, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Collateral Agent or in the name of Borrowerany Grantor; (jk) 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 Lender Collateral Agent or in the name of Borrowereach Grantor, any and all steps, actions, suits or proceedings deemed by Lender Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereonthereon in accordance with applicable Law, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Collateral Agent which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Collateral Agent or Borrower any Grantor may be applied by Lender Collateral Agent without notice to Borrower each Grantor to the Secured Obligations in such order and manner as Lender set forth in its sole discretion shall determinethe Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (kl) to insure, process and preserve the Collateral; (lm) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under this Loan Agreement or any of the Promissory NoteNotes Documents; (mn) 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 Collateral Agent may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower each Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Collateral Agent shall be deemed to have a rent-free tenancy of any premises of Borrower each Grantor for such purposes and for such periods of time as reasonably required by LenderCollateral Agent; (no) to receive, open and dispose of all mail addressed to Borrower each Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Collateral Agent may designate; provided that Lender Collateral Agent agrees that it will promptly deliver over to Borrower each Grantor such opened mail as does not relate to the Collateral; and (op) 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 Lender's sole Collateral Agent’s option and as Lender Collateral Agent in its sole discretion may deem advisable. Borrower shallEach Grantor will, at Lender's Collateral Agent’s request, assemble the Collateral and make it available to Lender Collateral Agent at places that Lender which Collateral Agent may reasonably designate, whether at the premises of Borrower each Grantor or elsewhere, and will make available to LenderCollateral Agent, free of cost, all premises, equipment and facilities of Borrower each Grantor for the purpose of Lender's Collateral 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, Collateral Agent also shall have the right, without notice or demand (except to the extent notice and demand are required to be 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 occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in process or 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 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 necessity of the Collateral’s being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or 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 the Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged 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, as amended, or other applicable Laws, Collateral 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 Collateral Agent may deem necessary or advisable in order that the sale may be 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 private sale, each Grantor agrees that if such Collateral is sold for a price which Collateral 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, 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 of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other Person, 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 is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Indenture, 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 liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon 6.1 Subject to the rights of the Senior Lenders, including but not limited to as set forth in Section 17.1 below, upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent 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 Promissory NoteAgreement, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and, in addition. Without limiting the foregoing, the following rights and remediesCollateral Agent, on behalf of the Investors, 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 Grantors or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may be exercised with in such circumstances collect, receive, appropriate and realize upon any or without notice to Borrower and without affecting the Secured Obligations, or the enforceability all 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 Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwisefor future delivery without assumption of any credit risk. The Collateral Agent, with on behalf of the Investors, shall have the right upon any such public sale or without representations sales, and, to the extent permitted by law, upon any such private sale or warranties and upon such terms as shall be acceptable sales, to Lender; (d) to notify obligors on purchase all or any part of the Collateral that so sold, free of any right or equity of redemption in the Grantors, which right or equity is hereby waived or released. The Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to LenderAgent, 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 behalf of the Collateral; (f) to cause Investors, shall apply the Collateral to be registered in the name net proceeds of Lenderany such collection, as legal owner; (g) to enter into any extensionrecovery, reorganizationreceipt, depositappropriation, merger realization or consolidation agreementsale, after deducting all reasonable expenses incurred therein or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit with the care or surrender control safekeeping of any of the Collateral or accept other Property in exchange for any way relating to the Collateral; Collateral or the rights of the Investors under this Agreement (hincluding, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to Lender, the payment in whole or in partpart of the Obligations, any amounts owing on and only after such application and after the payment by the Collateral or Agent of any disputes with respect thereto; (i) to extend the time other amount required by any provision of paymentlaw, make allowances and adjustments and issue credits in connection with need the Collateral in Agent account for the name surplus, if any, to the Grantors. To the extent permitted by applicable law, the Grantors waive all claims, damages and demands they may acquire against the Collateral Agent arising out of Lender the exercise by the Collateral Agent of any of its rights hereunder. If any notice of a proposed sale or in other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantors shall remain liable for any deficiency if the name proceeds of Borrower; (j) to enforce payment and prosecute any action sale or proceeding with respect to any or all other disposition of the Collateral are insufficient to pay the Obligations and take or bring, in the name of Lender or in the name of Borrower, any reasonable fees and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure disbursements of any or all of attorneys employed by the Collateral 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 Agent 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 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 Borrower may be applied by Lender without notice to Borrower to the Secured Obligations in collect 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 owned by Borrower or to properly 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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 samedeficiency.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender upon the appointment of the Collateral Agent as set forth herein and in the Purchase Agreement, the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent 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 Promissory NoteAgreement, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, . Without limiting the following foregoing and subject to the rights and 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 holders of Pari Passu Notes, and security interests created herebysubject 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 foreclose or upon the Liens and security interests created hereunder Grantor or under any other agreement relating to person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral all of the Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwise, with or for future delivery without representations or warranties and upon such terms as shall be acceptable to Lenderassumption of any credit risk; (db) shall have the right upon any such public sale or sales, and, to notify obligors on the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to Lenderso sold, for the benefit free of Lender; (e) to collect by legal proceedings any right or otherwise all Distributions, interest, principal or other sums now or hereafter payable upon or on account equity of the Collateral; (f) to cause the Collateral to be registered redemption in the name Grantor, which right or equity is hereby waived or released; and (c) shall apply the net proceeds of Lenderany such collection, as legal owner; (g) to enter into any extensionrecovery, reorganizationreceipt, depositappropriation, merger realization or consolidation agreementsale, after deducting all reasonable expenses incurred therein or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit with the care or surrender control safekeeping of any of the Collateral or accept other Property in exchange for any way relating to the Collateral; Collateral or the rights of the Noteholders under this Agreement (hincluding, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to Lender, the payment in whole or in partpart of the Secured Obligations, any amounts owing on in such order as the Collateral or any disputes with respect thereto; (i) to extend Agent may elect, and only after such application and after the time of payment, make allowances and adjustments and issue credits in connection with payment by the Collateral in Agent of any other amount required by any provision of law, need the name Collateral Agent account for the surplus, if any, to the Grantor. If any notice of Lender a proposed sale or in other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the name proceeds of Borrower; (j) to enforce payment and prosecute any action sale or proceeding with respect to any or all other disposition of the Collateral and take or bring, in the name of Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable are insufficient to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral 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 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 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 Borrower may be applied by Lender without notice to Borrower to pay the Secured Obligations in such order and manner as Lender in its sole discretion shall determine; (k) to insure, process the reasonable fees 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 disbursements of any premises where the same may be located, attorneys employed by the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating Agent to the Collateral, and Lender may, at the cost and expense of Borrower, use collect 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 owned by Borrower or to properly 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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 samedeficiency.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender which Secured Party may have under applicable law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, all of its rights and remedies of as a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, and in addition, 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 Borrower Grantor and without affecting the Secured Obligations, liability of Grantor hereunder or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (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 therewith, Secured Party may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or any disputes with respect theretoCollateral; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Secured Party or in the name of BorrowerGrantor; (ji) 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 Lender Secured Party or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower may Grantor shall be applied by Lender Secured Party without notice to Borrower Grantor to the Secured Obligations Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as Lender Secured Party in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided rights under this any of the Loan Agreement or the Promissory NoteDocuments; (ml) to remove, 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 Secured Party may, at the cost and expense of BorrowerGrantor, use such of its supplies, equipment, facilities supplies 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 administer and control the portion of the Collateral owned by Borrower it or to properly 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; (nm) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower Grantor such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges powers and remedies of an owner of the Collateral; all at LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantor will, at LenderSecured Party's request, assemble the all Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to Lender, free of cost, Secured Party all premises, equipment premises and facilities of Borrower Grantor for the purpose of LenderSecured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of sameform.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (includingINCLUDING, but not limited towithout limitation, all rights set forth in Article VII SECTION 5 hereof) or under the Promissory Noteany other Loan Document, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, California and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Borrower Grantor and without affecting the Secured ObligationsObligations 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of BorrowerGrantor; (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 Lender Secured Party or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Property received by Lender 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 Lender Secured Party or Borrower Grantor may be applied by Lender Secured Party without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided PROVIDED that Lender Secured Party agrees that it will promptly deliver over to Borrower 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 LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantor will, at LenderSecured Party's request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of LenderSecured Party'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, 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 Grantor hereby expressly consents upon the occurrence and during continuance of an Event of Default to the appointment of such a receiver), 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 Secured Party, or at Grantor's place 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 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 in such order as shall be determined by Secured 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, 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable 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 (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 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, 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 Grantor or any other Person, 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.

Rights Upon Event of Default. Upon 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, Lender Secured Party shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender which Secured Party may have under applicable law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 7 hereof) or under the Promissory Note), all of its rights and remedies of as a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, and in addition, 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 Borrower Debtor and without affecting the Secured Obligations, liability of Debtor hereunder or the enforceability of the Liens and security interests Security Interest created hereby: (a) to foreclose the Liens liens and security interests Security Interest 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (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 therewith, Secured Party may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or any disputes with respect theretoCollateral; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Secured Party or in the name of BorrowerDebtor; (ji) 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 Lender Secured Party or in the name of BorrowerDebtor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Debtor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower Debtor waives any right not expressly provided for in this Loan Agreement to receive notice of any public or private judicial judiciary or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Lender 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 Lender Secured Party or Borrower may Debtor shall be applied by Lender without notice to Borrower to the Secured Obligations Party, in such order and manner as Lender Secured Party in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided rights under this Loan Agreement or the Promissory Note; (ml) to remove, 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 Secured Party may, at the cost and expense of BorrowerDebtor, use such of its supplies, equipment, facilities supplies 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 administer and control the portion of the Collateral owned by Borrower it or to properly 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; (nm) to receive, open and dispose of all mail addressed to Borrower Debtor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower Debtor such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges powers and remedies of an owner of the Collateral; all at LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallAfter an Event of Default, Debtor will, at LenderSecured Party's request, assemble the all Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Debtor or elsewhere, and will make available to Lender, free of cost, Secured Party all premises, equipment premises and facilities of Borrower Debtor for the purpose of LenderSecured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of sameform.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender the Grantors shall be in default hereunder and the Collateral Agent for the benefit of the Secured Parties shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent on behalf of the Secured Parties may have under this Agreement and under applicable law laws or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Noteequity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created herebyGrantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral Financing Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 ’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 Lendercommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Collateral Agent for the benefit of the Secured Parties and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to Lender, the Collateral Agent for the benefit account of Lenderthe Secured Parties; (ev) to collect by legal proceedings or otherwise all Distributionsdividends, 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; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender the Collateral Agent may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the CollateralCollateral as the Collateral Agent reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to Lenderthe Collateral Agent, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender the Collateral Agent for the benefit of the Secured Parties or in the name of Borrowerthe Grantors; (jix) 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 Lender the Secured Parties or in the name of Borrowerthe Grantors, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents consent to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Secured Parties which may release any obligor from personal liability on any of the Collateral, and Borrower waives each Grantor waives, to the extent permitted by applicable law, any right not expressly provided for in this Loan 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 Lender 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 Lender the Collateral Agent or Borrower any Grantor may be applied by Lender the Collateral Agent, without notice to Borrower any Grantor, to the Secured Obligations in such order and manner as Lender the Collateral Agent in its sole discretion shall determine; (kx) to insure, process protect and preserve the Collateral; (lxi) to exercise all rights, remedies, powers or privileges provided under this Loan Agreement or any of the Promissory NoteFinancing Documents; (mxii) 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 the Collateral Agent may, at the cost and expense of Borrowerthe Grantors, use such of its 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 portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender the Collateral Agent shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by Lenderthe Collateral Agent; (nxiii) 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 concurrently with written notice to the Collateralapplicable 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 a holder with respect thereto; and (oxiv) to exercise all give notice of sole control or any other rights, powers, privileges instruction under any Deposit Account Control Agreement or and remedies of an owner of the take any action therein with respect to such Collateral; all at Lender's sole option and as Lender in its sole discretion may deem advisable. Borrower shallEach Grantor will, at Lender's the Collateral Agent’s request, assemble the Collateral and make it available to Lender the Collateral Agent at places that Lender which the Collateral Agent may reasonably designate, whether at the premises of Borrower such Grantor or elsewhere, and will make available to Lenderthe Collateral Agent, free of cost, all premises, equipment and facilities of Borrower such Grantor for the purpose of Lender's the Collateral 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. 6.1 Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent 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 Promissory NoteAgreement, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and, in addition. Without limiting the foregoing, the following rights and remediesCollateral Agent, on behalf of the Investors, 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 Grantors or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may be exercised with in such circumstances collect, receive, appropriate and realize upon any or without notice to Borrower and without affecting the Secured Obligations, or the enforceability all 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 Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwisefor future delivery without assumption of any credit risk. The Collateral Agent, with on behalf of the Investors, shall have the right upon any such public sale or without representations sales, and, to the extent permitted by law, upon any such private sale or warranties and upon such terms as shall be acceptable sales, to Lender; (d) to notify obligors on purchase all or any part of the Collateral that so sold, free of any right or equity of redemption in the Grantors, which right or equity is hereby waived or released. The Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to LenderAgent, 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 behalf of the Collateral; (f) to cause Investors, shall apply the Collateral to be registered in the name net proceeds of Lenderany such collection, as legal owner; (g) to enter into any extensionrecovery, reorganizationreceipt, depositappropriation, merger realization or consolidation agreementsale, after deducting all reasonable expenses incurred therein or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit with the care or surrender control safekeeping of any of the Collateral or accept other Property in exchange for any way relating to the Collateral; Collateral or the rights of the Investors under this Agreement (hincluding, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to Lender, the payment in whole or in partpart of the Obligations, any amounts owing on and only after such application and after the payment by the Collateral or Agent of any disputes with respect thereto; (i) to extend the time other amount required by any provision of paymentlaw, make allowances and adjustments and issue credits in connection with need the Collateral in Agent account for the name surplus, if any, to the Grantors. To the extent permitted by applicable law, the Grantors waive all claims, damages and demands they may acquire against the Collateral Agent arising out of Lender the exercise by the Collateral Agent of any of its rights hereunder. If any notice of a proposed sale or in other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantors shall remain liable for any deficiency if the name proceeds of Borrower; (j) to enforce payment and prosecute any action sale or proceeding with respect to any or all other disposition of the Collateral are insufficient to pay the Obligations and take or bring, in the name of Lender or in the name of Borrower, any reasonable fees and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure disbursements of any or all of attorneys employed by the Collateral 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 Agent 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 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 Borrower may be applied by Lender without notice to Borrower to the Secured Obligations in collect 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 owned by Borrower or to properly 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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 samedeficiency.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantors and without affecting the Secured ObligationsObligations 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of Borrowerany 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 Lender Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantors may be applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower any Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower 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 LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at LenderSecured Party's request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of LenderSecured Party'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, 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 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 Agent, 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 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 in such order as shall be determined by Secured 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, 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 Borrower, as agent for 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to Borrower, at least five (5) days before the date of the sale. Each Grantor other than Borrower hereby irrevocably appoints Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Investment Collateral, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws ("Registered Collateral"), Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private or public sale in any such manner and under such circumstances as may be permitted by law. 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 Investment Collateral other than Registered 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 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) Secured Party 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. Grantors recognize 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 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, 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 any Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender the Grantors shall be in default hereunder and, subject to applicable law, Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Agent may have under this Agreement and under applicable law laws or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Noteequity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created herebyGrantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral Transaction Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 boardsale, 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 Lendercommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to Lender Agent and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to Lender, for the benefit of LenderAgent; (ev) to collect by legal proceedings or otherwise all Distributionsdividends, 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; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Agent may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the CollateralCollateral as Agent reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to LenderAgent, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name applicable Grantor for the benefit of BorrowerAgent; (jix) 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 on behalf of Lender itself or in the name of Borrowerthe applicable Grantor, any and all steps, actions, suits or proceedings deemed by Lender necessary or reasonably desirable by Agent to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Agent which may release any obligor from personal liability on any of the Collateral, and Borrower waives each Grantor waives, to the extent permitted by applicable law, any right not expressly provided for in this Loan 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 Lender 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 Lender Agent or Borrower any of the Grantors, may be applied by Lender Agent, without notice to Borrower the Grantors, to the Secured Obligations in such order and manner as Lender Agent in its their sole discretion shall determine; (kx) to insure, process protect and preserve the Collateral; (lxi) to exercise all rights, remedies, powers or privileges provided under this Loan Agreement or any of the Promissory NoteTransaction Documents; and (mxii) 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 Agent may, at the cost and expense of Borrowerthe 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 portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Agent shall be deemed to have a rent-free tenancy of any premises of Borrower the Grantors for such purposes and for such periods of time as reasonably required by Lender; (n) to receiveAgent. So long as an Event of Default has occurred and is continuing, 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 its sole discretion may deem advisable. Borrower shalleach Grantor will, at Lender's Agent’s request, assemble the Collateral and make it available to Lender Agent at places that Lender which Agent may reasonably designate, whether at the premises of Borrower such Grantor or elsewhere, and will make available to LenderAgent, free of cost, all premises, equipment and facilities of Borrower such Grantor for the purpose of Lender's 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. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, the Grantors shall be in default hereunder and, subject to applicable law, Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender may have under this Agreement and under applicable law laws or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Noteequity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created herebyGrantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral Operative Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 Lendercommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to Lender and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to Lender, for the benefit of Lender; (ev) to collect by legal proceedings or otherwise all Distributionsdividends, 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; (gvi) to enter into any extension, reorganization, depositdisposition, 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 or and/or accept other Property property in exchange for the CollateralCollateral as Lender reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name applicable Grantor for the benefit of BorrowerLender; (jix) 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 on behalf of Lender itself or in the name of Borrowerthe applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender which may release any obligor from personal liability on any of the Collateral, and Borrower waives each Grantor waives, to the extent permitted by applicable law, any right not expressly provided for in this Loan 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 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 Borrower any of the Grantors, may be applied by Lender Lender, without notice to Borrower the Grantors, to the Secured Obligations in such order and manner as Lender in its their sole discretion shall determine; (kx) to insure, process protect and preserve the Collateral; (lxi) to exercise all rights, remedies, powers or privileges provided under this Loan Agreement or any of the Promissory NoteOperative Documents; and (mxii) 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 Borrowerthe 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 portion of the Collateral owned by Borrower or to properly 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 the Grantors for such purposes and for such periods of time as reasonably required by Lender; (n) to receive. So long as an Event of Default has occurred and is continuing, 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 its sole discretion may deem advisable. Borrower shalleach Grantor will, at Lender's request, assemble the Collateral and make it available to Lender at places that which Lender may reasonably designate, whether at the premises of Borrower such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Borrower 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. Upon Subject to the terms of the General Intercredi-tor Agreement, upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Collateral Agent and/or Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 9 hereof) or under the Promissory Noteany other Notes Document, 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 Borrower the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the Secured Obligationsobligations 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 processprocess 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 ’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 LenderCollateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Lender, Collateral Agent for the benefit of LenderSecured 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 Distributionsdividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (fg) to cause the Collateral to be registered in the name of LenderCollateral Agent, as legal owner, for the benefit of Secured Party; (gh) 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 Collateral Agent may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (hi) to settle, compromise or release, on terms acceptable to LenderCollateral Agent, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Collateral Agent or in the name of Borrowerany Grantor; (jk) 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 Lender Collateral Agent or in the name of Borrowereach Grantor, any and all steps, actions, suits or proceedings deemed by Lender Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereonthereon in accordance with applicable Law, and Borrower each Grantor specifically consents to any nonjudicial nonjudi-cial foreclosure of any or all of the Collateral or any other action taken by Lender Collateral Agent which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Collateral Agent or Borrower any Grantor may be applied by Lender Collateral Agent without notice to Borrower each Grantor to the Secured Obligations in such order and manner as Lender set forth in its sole discretion shall determinethe Indenture and the General Intercreditor Agreement; (kl) to insure, process and preserve the Collateral; (lm) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under this Loan Agreement or any of the Promissory NoteNotes Documents; (mn) 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 Collateral Agent may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower each Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Collateral Agent shall be deemed to have a rent-free tenancy of any premises of Borrower each Grantor for such purposes and for such periods of time as reasonably required by LenderCollateral Agent; (no) to receive, open and dispose of all mail addressed to Borrower each Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Collateral Agent may designate; provided that Lender Collateral Agent agrees that it will promptly deliver over to Borrower each Grantor such opened mail as does not relate to the Collateral; and (op) 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 Lender's sole Collateral Agent’s option and as Lender Collateral Agent in its sole discretion may deem advisable. Borrower shallEach Grantor will, at Lender's Collateral Agent’s request, assemble the Collateral and make it available to Lender Collateral Agent at places that Lender which Collateral Agent may reasonably designate, whether at the premises of Borrower each Grantor or elsewhere, and will make available to LenderCollateral Agent, free of cost, all premises, equipment and facilities of Borrower each Grantor for the purpose of Lender's Collateral 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, Collateral Agent also shall have the right, without notice or demand (except to the extent notice and demand are required to be 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 occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in process or 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 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 necessity of the Collateral’s being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or 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 the Indenture and the General Intercreditor Agreement, and then to the 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged 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, as amended, or other applicable Laws, Collateral 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 Collateral Agent may deem necessary or advisable in order that the sale may be 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 private sale, each Grantor agrees that if such Collateral is sold for a price which Collateral 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, 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 of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other Person, 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 is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Indenture 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 liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender subject to compliance with the requirements of applicable Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Note, 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 Borrower Grantors and without affecting the Secured Obligations, 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 ’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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of Borrowerany 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 Lender Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantors may be applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender 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 this Loan any of the Credit Agreement or the Promissory NoteNote 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 Lender Secured Party may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower any Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower 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 Lender's Secured Party’s sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at Lender's Secured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of Lender's Secured Party’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, 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 appointment of such a receiver), 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 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 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 in such order as shall be determined by Secured 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, 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to 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 the sale. Each Grantor other than WD-40 hereby irrevocably appoints WD-40 as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to WD-40. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. 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, as amended, or other applicable 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, Grantors agree 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 (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) Secured Party 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. Grantors recognize 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 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, 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 any Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent 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 Promissory NoteAgreement, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction. Without limiting the foregoing, and, in addition, and subject to the following rights and remedies, all of which may be exercised with or without notice to Borrower and without affecting the Secured Obligations, or the enforceability consent of the Liens and security interests created herebyRequisite 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 foreclose or upon the Liens and security interests created hereunder Grantor or under any other agreement relating to person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral all of the Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwise, with or for future delivery without representations or warranties and upon such terms as shall be acceptable to Lenderassumption of any credit risk; (db) shall have the right upon any such public sale or sales, and, to notify obligors on the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to Lenderso sold, for the benefit free of Lender; (e) to collect by legal proceedings any right or otherwise all Distributions, interest, principal or other sums now or hereafter payable upon or on account equity of the Collateral; (f) to cause the Collateral to be registered redemption in the name Grantor, which right or equity is hereby waived or released; and (c) shall apply the net proceeds of Lenderany such collection, as legal owner; (g) to enter into any extensionrecov- ery, reorganizationreceipt, depositappropriation, merger realization or consolidation agreementsale, after deducting all reasonable expenses incurred therein or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit with the care or surrender control safekeeping of any of the Collateral or accept other Property in exchange for any way relating to the Collateral; Collateral or the rights of the Noteholders under this Agreement (hincluding, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to Lender, the payment in whole or in partpart of the Secured Obligations, any amounts owing on in such order as the Collateral or any disputes with respect thereto; (i) to extend Agent may elect, and only after such application and after the time of payment, make allowances and adjustments and issue credits in connection with payment by the Collateral in Agent of any other amount required by any provision of law, need the name Collateral Agent account for the surplus, if any, to the Grantor. If any notice of Lender a proposed sale or in other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the name proceeds of Borrower; (j) to enforce payment and prosecute any action sale or proceeding with respect to any or all other disposition of the Collateral and take or bring, in the name of Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable are insufficient to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral 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 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 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 Borrower may be applied by Lender without notice to Borrower to pay the Secured Obligations in such order and manner as Lender in its sole discretion shall determine; (k) to insure, process the reasonable fees 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 disbursements of any premises where the same may be located, attorneys employed by the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating Agent to the Collateral, and Lender may, at the cost and expense of Borrower, use collect 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 owned by Borrower or to properly 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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 samedeficiency.

Rights Upon Event of Default. Upon Subject to Gaming Laws, upon the occurrence and during the continuance of an ------------------------------ Event of DefaultDefault under the Credit Agreement, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Borrower Grantors and without affecting the Secured Obligationsobligations 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of Borrowerany 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 Lender Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantors may be applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower any Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower 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 LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at LenderSecured Party's request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantors or elsewhereelsewhere (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 LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of LenderSecured Party's taking possession of the such Collateral or storing the same or removing or putting the such Collateral 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 (and Grantors hereby expressly consent upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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 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 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 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 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. After all the Secured Obligations have been indefeasibly paid, the balance after such sale, disposition, collection or liquidation of the collateral shall immediately be reassigned and redelivered to the applicable Grantor or to the Person or Persons otherwise legally entitled thereto. 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 as may be required by the 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. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender upon the appointment of the Collateral Agent as set forth herein and in the Purchase Agreement, the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent 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 Promissory NoteAgreement, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction. Without limiting the foregoing, and, in addition, and subject to the following rights and remedies, all of which may be exercised with or without notice to Borrower and without affecting the Secured Obligations, or the enforceability consent of the Liens and security interests created herebyRequisite 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 foreclose or upon the Liens and security interests created hereunder Grantor or under any other agreement relating to person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral all of the Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwise, with or for future delivery without representations or warranties and upon such terms as shall be acceptable to Lenderassumption of any credit risk; (db) shall have the right upon any such public sale or sales, and, to notify obligors on the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to Lenderso sold, for the benefit free of Lender; (e) to collect by legal proceedings any right or otherwise all Distributions, interest, principal or other sums now or hereafter payable upon or on account equity of the Collateral; (f) to cause the Collateral to be registered redemption in the name Grantor, which right or equity is hereby waived or released; and (c) shall apply the net proceeds of Lenderany such collection, as legal owner; (g) to enter into any extensionrecovery, reorganizationreceipt, depositappropriation, merger realization or consolidation agreementsale, after deducting all reasonable expenses incurred therein or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit with the care or surrender control safekeeping of any of the Collateral or accept other Property in exchange for any way relating to the Collateral; Collateral or the rights of the Noteholders under this Agreement (hincluding, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to Lender, the payment in whole or in partpart of the Secured Obligations, any amounts owing on in such order as the Collateral or any disputes with respect thereto; (i) to extend Agent may elect, and only after such application and after the time of payment, make allowances and adjustments and issue credits in connection with payment by the Collateral in Agent of any other amount required by any provision of law, need the name Collateral Agent account for the surplus, if any, to the Grantor. If any notice of Lender a proposed sale or in other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the name proceeds of Borrower; (j) to enforce payment and prosecute any action sale or proceeding with respect to any or all other disposition of the Collateral and take or bring, in the name of Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable are insufficient to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral 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 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 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 Borrower may be applied by Lender without notice to Borrower to pay the Secured Obligations in such order and manner as Lender in its sole discretion shall determine; (k) to insure, process the reasonable fees 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 disbursements of any premises where the same may be located, attorneys employed by the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating Agent to the Collateral, and Lender may, at the cost and expense of Borrower, use collect 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 owned by Borrower or to properly 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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 samedeficiency.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Grantor shall be in default hereunder and the Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Agent on behalf of Secured Party may have under this Agreement and under applicable law laws or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Noteequity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created herebyGrantor 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 agreement relating to any Collateral Loan Document 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 Lendercommercially reasonable; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Agent for the benefit of Secured Party and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to Lender, the Agent for the benefit account of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender the Agent may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the CollateralCollateral as the Agent reasonably deems appropriate and is commercially reasonable; (hg) to settle, compromise or release, on terms acceptable to Lenderthe Managing Agents, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender the Agent for the benefit of Secured Party or in the name of BorrowerGrantor; (ji) 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 Lender Secured Party or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender necessary or reasonably desirable by the Managing Agents to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Lenders which may release any obligor from personal liability on any of the Collateral, and Borrower waives Grantor waives, to the extent permitted by applicable law, any right not expressly provided for in this Loan 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 Lender 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 Lender Agent or Borrower Grantor may be applied by Lender the Agent, without notice to Borrower Grantor, to the Secured Obligations in such order and manner as Lender the Managing Agents in its their sole discretion shall determine; (kj) to insure, process protect and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; and (ml) 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 the Agent may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender the Agent shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor 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 its sole discretion may deem advisableAgent. Borrower shallGrantor will, at Lenderthe Agent's request, assemble the Collateral and make it available to Lender the Agent at places that Lender which the Agent may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to Lenderthe Agent, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of Lenderthe 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, the Managing Agents 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. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender which Secured Party may have under applicable law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, all of its rights and remedies of as a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, and in addition, 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 Borrower Grantor and without affecting the Secured Obligations, liability of Grantor hereunder or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens 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 LenderSecured Party; (d) to d)to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to 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 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 Lender therewith, Secured Party may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or any disputes with respect theretoCollateral; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Secured Party or in the name of BorrowerGrantor; (ji) 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 Lender Secured Party or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower may Grantor shall be applied by Lender Secured Party without notice to Borrower Grantor to the Secured Obligations Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as Lender Secured Party in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided rights under this any of the Loan Agreement or the Promissory NoteDocuments; (ml) to remove, 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 Secured Party may, at the cost and expense of BorrowerGrantor, use such of its supplies, equipment, facilities supplies 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 administer and control the portion of the Collateral owned by Borrower it or to properly 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 m)to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower Grantor such opened mail as does not relate to the Collateral; and (o) to n)to exercise all other rights, powers, privileges powers and remedies of an owner of the Collateral; all at LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantor will, at LenderSecured Party's request, assemble the all Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to Lender, free of cost, Secured Party all premises, equipment premises and facilities of Borrower Grantor for the purpose of LenderSecured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of sameform.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII --------- Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantor and without affecting the Secured ObligationsObligations 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of BorrowerGrantor; (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 Lender Secured Party or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantor may be applied by Lender Secured Party without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided -------- that Lender Secured Party agrees that it will promptly deliver over to Borrower 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 LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantor will, at LenderSecured Party's request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of LenderSecured Party'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, 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 Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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 Secured Party, 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 Secured Party 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. 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 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 in such order as shall be determined by Secured 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, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. ------ 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, as amended, or other applicable 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 provided in the Uniform Commercial Code of California. 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 (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) 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 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, 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 Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Administrative Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Administrative Agent may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantor and without affecting the Secured ObligationsObligations 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 ’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 LenderAdministrative Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Administrative Agent and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderAdministrative Agent; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderAdministrative 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 Lender Administrative Agent may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderAdministrative Agent, in whole or in part, any amounts owing on the Collateral or 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 Lender Administrative Agent or in the name of BorrowerGrantor; (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 Lender Administrative Agent or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Administrative Agent which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Administrative Agent or Borrower Grantor may be applied by Lender Administrative Agent without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Administrative Agent may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Administrative Agent shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor for such purposes and for such periods of time as reasonably required by LenderAdministrative Agent; (n) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Administrative Agent may designate; provided that Lender Administrative Agent agrees that it will promptly deliver over to Borrower 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 Lender's Administrative Agent’s sole option and as Lender Administrative Agent in its sole discretion may deem advisable. Borrower shallGrantor will, at Lender's Administrative Agent’s request, assemble the Collateral and make it available to Lender Administrative Agent at places that Lender which Administrative Agent may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to LenderAdministrative Agent, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of Lender's 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 Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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 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 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 in such order as shall be 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. 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to 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 right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. 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, as amended, 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 provided in the UCC. 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) 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 of Collateral hereunder, Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender each Grantor shall be in default hereunder and the Agent for the benefit of the Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Agent on behalf of the Secured Party may have under this Agreement and under applicable law laws or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Noteequity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created herebyany 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 agreement relating to any Collateral Loan Document 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 Lendercommercially reasonable; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Agent for the benefit of the Secured Party and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to Lender, the Agent for the benefit account of Lenderthe Secured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender the Agent may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the CollateralCollateral as the Agent reasonably deems appropriate and is commercially reasonable; (hg) to settle, compromise or release, on terms acceptable to Lenderthe Agent, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender the Agent for the benefit of the Secured Party or in the name of Borrowerany Grantor; (ji) 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 Lender the Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender necessary or reasonably desirable by the Agent to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower waives each Grantor waives, to the extent permitted by applicable law, any right not expressly provided for in this Loan 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 Lender 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 Lender the Agent or Borrower any Grantor may be applied by Lender the Agent, without notice to Borrower any Grantor, to the Secured Obligations in such order and manner as Lender the Agent in its sole discretion shall determine; (kj) to insure, process protect and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Documents; (l) to give notice of sole control or any other instruction under any Deposit Account Control Agreement or the Promissory Noteany 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 Lender the Agent may, at the cost and expense of Borrowerany 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 portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender the Agent shall be deemed to have a rent-free tenancy of any premises of Borrower such Grantor 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 its sole discretion may deem advisableAgent. Borrower shallEach Grantor will, at Lenderthe Agent's request, assemble the Collateral and make it available to Lender the Agent at places that Lender which the Agent may reasonably designate, whether at the premises of Borrower such Grantor or elsewhere, and will make available to Lenderthe Agent, free of cost, all premises, equipment and facilities of Borrower such Grantor for the purpose of Lenderthe 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. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantors and without affecting the Secured ObligationsObligations of any 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 ’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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Secured Party or in the name of Borrowerany Grantor; (ji) 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 Lender Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantors may be applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender Secured Party in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; (ml) 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 Secured Party may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (nm) to receive, open and dispose of all mail addressed to Borrower any Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower the appropriate Grantor such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's Secured Party’s sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at Lender's Secured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantors or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of Lender's Secured Party’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, 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 appointment of such a receiver), 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 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 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 in such order as shall be determined by Secured 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, 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 the Grantor thereof 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to such Grantor, at least five (5) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, membership 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, as amended, or other applicable 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, each 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 (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) Secured Party 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. Grantors recognize 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 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, 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 any Grantor or any other Person except a third party lienholder permitted under the Loan Documents, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII --------- Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantor and without affecting the Secured ObligationsObligations 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of BorrowerGrantor; (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 Lender Secured Party or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantor may be applied by Lender Secured Party without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over -------- to Borrower 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 LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantor will, at LenderSecured Party's request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of LenderSecured Party'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, 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 Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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 Secured Party, 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 Secured Party 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. 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 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 in such order as shall be determined by Secured 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, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. ------ 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, as amended, or other applicable 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 provided in the Uniform Commercial Code of California. 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 (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) 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 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, 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 Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an ------------------------------ Event of DefaultDefault and provided that obligations in favor of the Senior Lender have been satisfied, Lender the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Collateral Agent 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 Promissory NoteAgreement, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction. Without limiting the foregoing, and, in addition, and subject to the following rights and remedies, all of which may be exercised with or without notice to Borrower and without affecting the Secured Obligations, or the enforceability consent of the Liens and security interests created herebyRequisite 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 foreclose or upon the Liens and security interests created hereunder Grantor or under any other agreement relating to person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral all of the Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwise, with or for future delivery without representations or warranties and upon such terms as shall be acceptable to Lenderassumption of any credit risk; (db) shall have the right upon any such public sale or sales, and, to notify obligors on the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral that the Collateral has been assigned to Lender and that all payments thereon are to be made directly and exclusively to Lenderso sold, for the benefit free of Lender; (e) to collect by legal proceedings any right or otherwise all Distributions, interest, principal or other sums now or hereafter payable upon or on account equity of the Collateral; (f) to cause the Collateral to be registered redemption in the name Grantor, which right or equity is hereby waived or released; and (c) shall apply the net proceeds of Lenderany such collection, as legal owner; (g) to enter into any extensionrecovery, reorganizationreceipt, depositappropriation, merger realization or consolidation agreementsale, after deducting all reasonable expenses incurred therein or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit with the care or surrender control safekeeping of any of the Collateral or accept other Property in exchange for any way relating to the Collateral; Collateral or the rights of the Noteholders under this Agreement (hincluding, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to Lender, the payment in whole or in partpart of the Secured Obligations, any amounts owing on in such order as the Collateral or any disputes with respect thereto; (i) to extend Agent may elect, and only after such application and after the time of payment, make allowances and adjustments and issue credits in connection with payment by the Collateral in Agent of any other amount required by any provision of law, need the name Collateral Agent account for the surplus, if any, to the Grantor. If any notice of Lender a proposed sale or in other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the name proceeds of Borrower; (j) to enforce payment and prosecute any action sale or proceeding with respect to any or all other disposition of the Collateral and take or bring, in the name of Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable are insufficient to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral 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 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 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 Borrower may be applied by Lender without notice to Borrower to pay the Secured Obligations in such order and manner as Lender in its sole discretion shall determine; (k) to insure, process the reasonable fees 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 disbursements of any premises where the same may be located, attorneys employed by the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating Agent to the Collateral, and Lender may, at the cost and expense of Borrower, use collect 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 owned by Borrower or to properly 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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 samedeficiency.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Collateral Agent and/or Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 9 hereof) or under the Promissory Noteany other Transaction Document, 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 Borrower the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the Secured Obligationsobligations 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 processprocess 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 ’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 LenderCollateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Lender, Collateral Agent for the benefit of LenderSecured 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 Distributionsdividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (fg) to cause the Collateral to be registered in the name of LenderCollateral Agent, as legal owner, for the benefit of Secured Party; (gh) 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 Collateral Agent may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (hi) to settle, compromise or release, on terms acceptable to LenderCollateral Agent, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Collateral Agent or in the name of Borrowerany Grantor; (jk) 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 Lender Collateral Agent or in the name of Borrowereach Grantor, any and all steps, actions, suits or proceedings deemed by Lender Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereonthereon in accordance with applicable Law, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Collateral Agent which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Collateral Agent or Borrower any Grantor may be applied by Lender Collateral Agent without notice to Borrower each Grantor to the Secured Obligations in such order and manner as Lender set forth in its sole discretion shall determinethe Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (kl) to insure, process and preserve the Collateral; (lm) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under this Loan Agreement or any of the Promissory NoteTransaction Documents; (mn) 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 Collateral Agent may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower each Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Collateral Agent shall be deemed to have a rent-free tenancy of any premises of Borrower each Grantor for such purposes and for such periods of time as reasonably required by LenderCollateral Agent; (no) to receive, open and dispose of all mail addressed to Borrower each Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Collateral Agent may designate; provided that Lender Collateral Agent agrees that it will promptly deliver over to Borrower each Grantor such opened mail as does not relate to the Collateral; and (op) 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 Lender's sole Collateral Agent’s option and as Lender Collateral Agent in its sole discretion may deem advisable. Borrower shallEach Grantor will, at Lender's Collateral Agent’s request, assemble the Collateral and make it available to Lender Collateral Agent at places that Lender which Collateral Agent may reasonably designate, whether at the premises of Borrower each Grantor or elsewhere, and will make available to LenderCollateral Agent, free of cost, all premises, equipment and facilities of Borrower each Grantor for the purpose of Lender's Collateral 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, Collateral Agent also shall have the right, without notice or demand (except to the extent notice and demand are required to be 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 occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in process or 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 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 necessity of the Collateral’s being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or 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 the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged 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, as amended, or other applicable Laws, Collateral 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 Collateral Agent may deem necessary or advisable in order that the sale may be 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 private sale, each Grantor agrees that if such Collateral is sold for a price which Collateral 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, 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 of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other Person, 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 is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such 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 Agreement, 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 liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of DefaultDefault under the Credit Agreement, Lender subject to compliance with the requirements of any applicable Gaming Laws, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Borrower Grantors and without affecting the Secured Obligationsobligations 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 ’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 LenderSecured 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 Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of Borrowerany 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 Lender Secured Party or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower may be Grantors maybe applied by Lender Secured Party without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower such Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower any Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (n) to receive, open and dispose of all mail addressed to Borrower any Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower 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 Lender's Secured Party’s sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantors will, at Lender's Secured Party’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designatedesignate (subject to the approval of any applicable Gaming Board), whether at the premises of Borrower Grantors or elsewhereelsewhere (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 LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of Lender's Secured Party’s taking possession of the such Collateral or storing the same or removing or putting the 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 appointment of such a receiver), 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 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 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 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 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 as may be required by the 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. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, 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 any Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Administrative Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Administrative Agent may have under applicable law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantors and without affecting the Secured ObligationsObligations 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 ’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 LenderAdministrative Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Administrative Agent and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderAdministrative Agent; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 Administrative Agent may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderAdministrative Agent, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Administrative Agent or in the name of BorrowerGrantors; (ji) 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 Lender Administrative Agent or in the name of BorrowerGrantors, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Administrative Agent which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Administrative Agent or Borrower Grantors may be applied by Lender Administrative Agent without notice to Borrower Grantors, to the Secured Obligations in such order and manner as Lender Administrative Agent in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this any of the Loan Agreement or the Promissory NoteDocuments; (ml) 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 Administrative Agent may, at the cost and expense of BorrowerGrantors, 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 owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Administrative Agent shall be deemed to have a rent-free tenancy of any premises of Borrower Grantors for such purposes and for such periods of time as reasonably required by LenderAdministrative Agent; (nm) to receive, open and dispose of all mail addressed to Borrower Grantors, or any of them, and notify postal authorities to change the address for delivery thereof to such address as Lender Administrative Agent may designate; provided that Lender Administrative Agent agrees that it will promptly deliver over to Borrower Grantors such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's Administrative Agent’s sole option and as Lender Administrative Agent in its sole discretion may deem advisable. Borrower shallGrantors will, at Lender's Administrative Agent’s request, assemble the Collateral and make it available to Lender Administrative Agent at places that Lender which Administrative Agent may reasonably designate, whether at the premises of Borrower Grantors or elsewhere, and will make available to LenderAdministrative Agent, free of cost, all premises, equipment and facilities of Borrower Grantors for the purpose of Lender's 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 any 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 Grantors, 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 Obligations in such order as shall be determined by Administrative Agent in its sole and absolute discretion. Grantors 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 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, each 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) no Grantor shall 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 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 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 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 Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII --------- Section 6 hereof) or under the Promissory NoteNotes, 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 Borrower Grantor and without affecting the Secured Obligationsobligations of Grantor hereunder or under any Notes, or the enforceability of the Liens liens and security interests created hereby: (a) to foreclose the Liens 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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 Secured Party may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender Secured Party or in the name of BorrowerGrantor; (ji) 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 Lender Secured Party or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantor may be applied by Lender Secured Party without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender Secured Party in its sole discretion shall determine; (kj) to insure, process and preserve the Collateral; (lk) to exercise all rights, remedies, powers or privileges provided under this Loan Agreement or any of the Promissory NoteNotes; (ml) 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 Secured Party may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor for such purposes and for such periods of time as reasonably required by LenderSecured Party; (nm) to receive, open and dispose of all mail addressed to Borrower Grantor and notify postal authorities to change the address for delivery thereof to such address as Lender Secured Party may designate; provided that Lender Secured Party agrees that it will promptly deliver over to Borrower Grantor such opened mail as does not relate to the Collateral; and (on) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at LenderSecured Party's sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantor will, at LenderSecured Party's request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of LenderSecured Party'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, 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 Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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 Secured Party, or at Grantor's 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. 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 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 in such order as shall be determined by Secured 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, 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in Section 15, or delivered ---------- or otherwise sent to Grantor in accordance with the provisions of Section 15, at ---------- least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. 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, 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 (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) 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 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, 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 Grantor or any other person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon During the occurrence existence of an ------------------------------ Event of Default, Lender the Grantors shall be in default hereunder and, subject to applicable law, Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under this Agreement and under applicable law laws or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Noteequity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remediesremedies in accordance with applicable law, all of which may be exercised with or without further prior notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created herebyGrantors except such notice as may be specifically required by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral Operative Document by any available judicial procedure or without judicial process; (bii) to enter peaceably 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; (ciii) 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 Lendercommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (ev) to collect by legal proceedings or otherwise all Distributionsdividends, 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; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the CollateralCollateral as Secured Party reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name applicable Grantor for the benefit of BorrowerSecured Party; (jix) 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 on behalf of Lender itself or in the name of Borrowerthe applicable Grantor, any and all steps, actions, suits or proceedings deemed by Lender necessary or reasonably desirable by Secured Party to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower waives each Grantor waives, to the extent permitted by applicable law, any right not expressly provided for in this Loan Agreement 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 Lender 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 Lender Secured Party or Borrower any of the Grantors, may be applied by Lender Secured Party, without notice to Borrower the Grantors, to the Secured Obligations in such order and manner as Lender Secured Party in its sole discretion shall determine; (kx) to insure, process protect and preserve the Collateral; (lxi) 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 owned by Borrower or to properly 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 LenderOperative Documents; (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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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.and

Rights Upon Event of Default. Upon 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 DefaultDefault under Section 8(f), Lender this Agreement shall haveautomatically terminate and the Loan and the Obligations shall become immediately due and payable without notice, in demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender may have under applicable law or in equity or under this Loan Agreement (including, but not limited tokind, all rights set forth in Article VII hereof) or under of which are hereby expressly waived by Borrower. If any Event of Default shall occur and be continuing, subject to the Promissory Noterequirements of any -36- applicable Acknowledgment Agreement, Bank may exercise all rights and remedies available to it in law or in equity, under the Loan Documents (other than the Warehouse Agreement), 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 a secured 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 enacted is specified in any jurisdiction, and, Section 3(h); (d)foreclose upon or otherwise enforce its security interest in addition, and Lien on the following rights and remedies, all of which may be exercised with or without notice to Borrower and without affecting the Secured ObligationsCollateral, or the enforceability on such portions or elements of the Liens Collateral as Bank shall elect to proceed against from time to time; (e)at Bank’s option and security interests created hereby: (a) in its sole discretion, to foreclose the Liens and security interests created hereunder notify any or all Makers obligated 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 all items of securingCollateral, 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 Lender; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Bank and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderBank or such other Person as may be designated by Bank; (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 or accept other Property in exchange for the Collateral; (h) to settle, compromise compromise, or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Collateral or any disputes with respect theretoportion of the Collateral, on terms acceptable to Bank; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name of Borrower; (j) to 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 extent (if any) that Bank is unable, despite reasonable efforts made by Bank in light of the necessity that there be no material break in the -37- 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 and take or bringthe interest of Borrower therein, in the name to apply to any court having jurisdiction to appoint a receiver or receivers of Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically hereby irrevocably consents to such appointment and waives notice of any nonjudicial foreclosure 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 unless such receivership is sooner terminated; and (h)exercise all rights and remedies of a secured creditor under the UCC, including selling the interests of Borrower in the Collateral at public or private sale. 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 may be sold as an entirety or in separate parts, as Bank may determine in its sole discretion. Bank may, without notice or publication, adjourn any other action taken public or private sale or cause the same to be adjourned from time to time by Lender announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may release be so adjourned. Bank is authorized at any obligor from personal liability on 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 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 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 all or any part of the Collateral 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 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 not expressly provided 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 this Loan Agreement to receive notice any suit arising out of any public or private judicial or nonjudicial sale or foreclosure of any security the Obligations or any of the Collateral; and Loan Documents, or pursue 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 remedy available to Bank. Borrower may be applied by Lender without notice to Borrower to the 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 further waives any and all documentsnotice 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. -38- 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, instrumentswhether 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, files foreclosure, or other action under or in connection with the Loan Documents. Notwithstanding the foregoing, Bank’s rights as set forth in this Section 9 shall be subject in all respects to the limitations and recordsrestrictions set forth in any relevant Acknowledgment Agreement so long as such Acknowledgment Agreement has not been terminated. In connection with the exercise of its rights hereunder, Borrower hereby grants Bank, only to the extent permissible under any applicable federal, state or local law or regulation and permitted under any applicable contract with a third-party service provider, the nonexclusive right to access (in common with Borrower and any other secured party that has a valid and enforceable security interest therein and that agrees that its security interest is similarly nonexclusive) Borrower’s operating systems for the sole purpose of managing and administering the Pledged Servicing Rights, including obtaining any of the related data and information described above, or that otherwise relates to the Pledged Servicing Rights, together with the media on which the same are stored to the extent stored with material information or data that relates to property other than the Pledged Servicing Rights (tapes, 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 extent that such access rights may lawfully be transferred or used by Borrower’s permittees), 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 computer programs that are owned by Borrower (or to properly 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 licensed to Borrower under licenses that may lawfully be transferred or used by Borrower’s permittees) and notify postal authorities that are used or useful to change the address for delivery thereof to access, organize, input, read, print or otherwise output and otherwise handle or use 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; information 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 its sole discretion may deem advisabledata. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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 same10.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender subject to compliance with the requirements of applicable laws, the Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender the Bank may have under applicable law or in equity or under this Loan Agreement (includingINCLUDING, but not limited towithout limitation, all rights set forth in Article VII SECTION 6 hereof) or under the Promissory NoteLoan Agreement, all rights and remedies of a secured party the Bank 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 Borrower Grantors and without affecting the Secured Obligationsobligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the Liens liens and security interests created hereby: (a) to foreclose the Liens 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 Lenderthe Bank; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender the Bank and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderBank; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 Lenderthe Bank, 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 the Bank may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Lenderthe Bank, in whole or in part, any amounts owing on the Collateral or 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 Lender the Bank or in the name of Borrowerany 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 Lender the Bank or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender the Bank necessary or desirable to effect collection of or to realize upon the Collateral, including INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender the Bank which may release any obligor from personal liability on any of the Collateral, and Borrower each Grantor waives any right not expressly provided for in this Loan 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 Lender the 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 Lender the Bank or Borrower Grantors may be applied by Lender the Bank without notice to Borrower Grantors to the Secured Obligations in such order and manner as Lender 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 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 owned by Borrower or to properly 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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.sole

Rights Upon Event of Default. Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantor and without affecting the Secured ObligationsObligations 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 ’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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderSecured Party, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting 7 Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, 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. Secured Party 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. 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 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 reasonable costs and expenses (including reasonable attorneys’ fees) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, and liquidating the Collateral, and in connection therewith Lender may deposit or surrender control the like; and then to the satisfaction of the Collateral or accept other Property in exchange for the Collateral; (h) Secured Obligations, with application as to settle, compromise or release, on terms acceptable any particular Secured Obligations to Lender, in whole or in part, any amounts owing on the Collateral 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 be in the name of Lender or order set forth in the name of Borrower; (j) to enforce payment Credit Agreement and prosecute any action or proceeding with respect to any or all of the Collateral other Loan Documents. Grantor and take or bring, in the name of Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may release any obligor from personal liability on any remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. 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 of the time and Borrower place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Credit Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right not expressly provided for in this Loan 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 Collateral or other property received by Lender in exchange security 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 Borrower may be applied by Lender without notice to Borrower to the Secured Obligations except as expressly provided for in such order and manner as Lender this paragraph. Secured Party (i) may dispose of the Collateral in its sole discretion then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall determine; have no duty to prepare or process the Collateral prior to sale, (kiii) to insuremay disclaim warranties of title, process possession, quiet enjoyment and preserve the Collateral; like, and (liv) to exercise all rights, remedies, powers may comply with any applicable state or privileges provided under this Loan Agreement or the Promissory Note; (m) to remove, from any premises where the same may be located, federal law requirements in connection with a disposition of 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 none of the portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender foregoing actions shall be deemed to have a rent-free tenancy adversely affect the commercial reasonableness 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 disposition of the Collateral; all at Lender's sole option and as Lender in its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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.9

Rights Upon Event of Default. Upon Subject to the terms of the Subordination Agreement and upon the occurrence and during the continuance of an ------------------------------ Event of Default, the Grantors shall be in default hereunder and the Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Lender may have under this Agreement and under and to the maximum extent permitted by applicable law laws or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the Promissory Noteequity, all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without notice to Borrower any Grantor except such notice as may be specifically required by applicable law and without affecting to the Secured Obligations, or the enforceability of the Liens and security interests created herebymaximum extent permitted by applicable law: (ai) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral Loan Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 ’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 Lendercommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to the Lender and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to Lender, for the benefit of Lender; (ev) to collect by legal proceedings or otherwise all Distributionsdividends, 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; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Lender may deposit or surrender control of the Collateral or and/or accept other Property property in exchange for the CollateralCollateral as the Lender deems appropriate; (hvii) to settle, compromise or release, on terms acceptable to the Lender, in whole or in part, any amounts owing on the Collateral or and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Lender or in the name of Borrowerany Grantor; (jix) 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 Lender or in the name of Borrowerany Grantor, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable by the Lender to effect collection of or to realize upon the Collateral, including including, any judicial or nonjudicial foreclosure thereof or thereon, and Borrower each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the 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 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 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 Borrower the Grantor may be applied by Lender the Lender, without notice to Borrower such Grantor, to the Secured Obligations in such order and manner as the Lender in its sole discretion shall determine; (kx) to insure, process protect and preserve the Collateral; (lxi) to exercise all rights, remedies, powers or privileges provided under this any of the other Loan Agreement or the Promissory NoteDocuments; and (mxii) 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 Lender may, at the cost and expense of Borrowereach 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 portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and the Lender shall be deemed to have a rent-free tenancy of any premises of Borrower such Grantor for such purposes and for such periods of time as reasonably required by the 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 its sole discretion may deem advisable. Borrower shallEach Grantor will, at the Lender's ’s request, assemble the Collateral and make it available to the Lender at places that which the Lender may reasonably designate, whether at the premises of Borrower such Grantor or elsewhere, and will make available to the Lender, free of cost, all premises, equipment and facilities of Borrower such Grantor for the purpose of the Lender's ’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. The Lender has no obligation to clean-up or otherwise prepare the Collateral for sale.

Rights Upon Event of Default. Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantor and without affecting the Secured ObligationsObligations 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 ’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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, interestdistributions, principal 7 Any public or private sale or other sums now disposition of the Collateral may be held at any office of Secured Party, or hereafter payable upon at Grantor’s places of business, or on account at any other place permitted by applicable Law, and without the necessity of the Collateral; (f) ’s being within the view of prospective purchasers. Secured Party may also request, in connection therewith, the Nevada Gaming Commission to cause 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. 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 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 be registered in the name reasonable costs and expenses (including reasonable attorneys’ fees) of Lenderretaking, as legal owner; (g) to enter into any extensionholding, reorganizationstoring, depositprocessing and preparing for sale or lease, merger or consolidation agreementselling, or any other agreement relating to or affecting leasing, collecting and liquidating the Collateral, and in connection therewith Lender may deposit or surrender control the like; and then to the satisfaction of the Collateral or accept other Property in exchange for the Collateral; (h) Secured Obligations, with application as to settle, compromise or release, on terms acceptable any particular Secured Obligations to Lender, in whole or in part, any amounts owing on the Collateral 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 be in the name of Lender or order set forth in the name of Borrower; (j) to enforce payment Credit Agreement or other Loan Documents. Grantor and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may release any obligor from personal liability on any remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. 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 of the time and Borrower place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Credit Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right not expressly provided for in this Loan 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 Collateral or other property received by Lender in exchange security 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 Borrower may be applied by Lender without notice to Borrower to the Secured Obligations except as expressly provided for in such order and manner as Lender this paragraph. Secured Party (i) may dispose of the Collateral in its sole discretion then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall determine; have no duty to prepare or process the Collateral prior to sale, (kiii) to insuremay disclaim warranties of title, process possession, quiet enjoyment and preserve the Collateral; like, and (liv) to exercise all rights, remedies, powers may comply with any applicable state or privileges provided under this Loan Agreement or the Promissory Note; (m) to remove, from any premises where the same may be located, federal law requirements in connection with a disposition of 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 none of the portion of the Collateral owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender foregoing actions shall be deemed to have a rent-free tenancy adversely affect the commercial reasonableness 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 disposition of the Collateral; all at Lender's sole option and as Lender in its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to 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.9

Rights Upon Event of Default. Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an ------------------------------ Event of Default, Lender Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that Lender Secured Party may have under applicable law Law or in equity or under this Loan Agreement (including, but not limited towithout limitation, all rights set forth in Article VII Section 6 hereof) or under the Promissory Noteany other Loan Document, 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 Borrower Grantor and without affecting the Secured ObligationsObligations 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 ’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 LenderSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to Lender Secured Party and that all payments thereon are to be made directly and exclusively to Lender, for the benefit of LenderSecured Party; (e) to collect by legal proceedings or otherwise all Distributionsdividends, 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 LenderSecured 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 Lender Secured Party may deposit or surrender control of the Collateral or and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to LenderSecured Party, in whole or in part, any amounts owing on the Collateral or 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 Lender Secured Party or in the name of BorrowerGrantor; (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 Lender Secured Party or in the name of BorrowerGrantor, any and all steps, actions, suits or proceedings deemed by Lender 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 Borrower Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Lender Secured Party which may release any obligor from personal liability on any of the Collateral, and Borrower Grantor waives any right not expressly provided for in this Loan 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 Lender 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 Lender Secured Party or Borrower Grantor may be applied by Lender Secured Party without notice to Borrower Grantor to the Secured Obligations in such order and manner as Lender 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 this any of the Loan Agreement or the Promissory NoteDocuments; (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 Secured Party may, at the cost and expense of BorrowerGrantor, 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 owned by Borrower Grantor or to properly administer and control the handling of collections and realizations thereon, and Lender Secured Party shall be deemed to have a rent-free tenancy of any premises of Borrower Grantor 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 CollateralSecured Party; and (on) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's Secured Party’s sole option and as Lender Secured Party in its sole discretion may deem advisable. Borrower shallGrantor will, at Lender's Secured Party’s request, assemble the Collateral and make it available to Lender Secured Party at places that Lender which Secured Party may reasonably designate, whether at the premises of Borrower Grantor or elsewhere, and will make available to LenderSecured Party, free of cost, all premises, equipment and facilities of Borrower Grantor for the purpose of Lender's Secured Party’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, 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 Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), 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 Secured Party, 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. Secured Party may also request, in connection therewith, the Indiana Gaming Commission to petition a District Court of the State of Indiana for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. 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 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 reasonable costs and expenses (including reasonable attorneys’ fees) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting and 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 Credit Agreement or other Loan Documents. 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, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Credit Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Secured Party (i) may dispose of the Collateral in its then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall have no duty to prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and the like, and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and none of the foregoing actions shall be deemed to adversely affect the commercial reasonableness of the disposition 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, as amended, or other applicable 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 provided in the Uniform Commercial Code of California. 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 (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 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, 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 Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.