Common use of Sale of Collateral Clause in Contracts

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor Debtor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorDebtor. Grantor Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor Debtor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Bank may deem proper, and Secured Party the Bank may purchase any or all of the Collateral at any such sale. Grantor The Borrower acknowledges that Secured Party the Bank may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Bank may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of any Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrower. Grantor The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Bank at least ten (10) calendar days before the date of such disposition. Grantor The Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Bank relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Bank or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Bank shall deem appropriate. Grantor The Borrower expressly absolves Secured Party the Bank from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all (a) Sale of the Collateral may be made at any public or private salesale or at any broker's board or on any securities exchange, for cash, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any credit or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entiretyfuture delivery, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party shall be authorized at any such sale, in its sole discretion, to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral then being sold for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale 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 property sold absolutely free from any loss claim or decline right on the part of Pledgor, and Pledgor hereby waives, to the extent permitted by law, all right of redemption, stay or appraisal which Pledgor now has or may at any time in market value the future have under any rule of law or statute now existing or hereafter enacted. To the extent that notice of sale shall be required to be given by law, Secured Party shall give Pledgor ten (10) days' notice in the manner herein specified of Secured Party's intention to make any such public or private sale or sale at any broker's board or on any such securities exchange. Such notice, in case of public sale, shall state the time and place fixed for such sale, and, in the case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. In case of private sale, such notice shall state the time after which the Collateral will be sold. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any such sale, the Collateral, or any portion thereof, may be sold as Secured Party may in its sole discretion determine. To the extent permitted by law, Secured Party may bid, which bid may be in whole or in part, in the form of cancellation of indebtedness, for and purchase for the account of Secured Party or its nominee the whole or any part of the Collateral. Secured Party shall not be obligated to make any sale of the Collateral if Secured Party shall determine not to do so, regardless of the fact that notice of sale of the Collateral may have been given. Secured Party may, without notice of publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sales price is paid by the purchaser or purchasers thereof, but Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, Secured Party may proceed by reason a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of delay in a court or courts of competent jurisdiction. Pledgor agrees, to the enforcement extent permitted by law, that any sale or assertion or non-enforcement other disposition of any rights or remedies of the Collateral in accordance with the foregoing procedures shall be deemed to be commercially reasonable under this Security Agreementthe UCC and otherwise proper.

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor Each Debtor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Each Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorDebtors. Grantor Debtors shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor Each Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Each Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor Each Debtor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. The Collateral Agent or any Secured Party may sell be the purchaser of any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all portion of the Collateral at any such sale. Grantor acknowledges public or private (to the extent that the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC, and the Collateral Agent, as collateral agent for and representative of the Secured Party may Parties, will be unable to effect a public sale entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral because sold at any such sale, to use and apply any of certain legal and/or practical restrictions the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. Each purchaser at any such sale will hold the property sold absolutely free from any claim or right on the part of any Grantor, and provisions which may be applicable each Grantor hereby waives (to the Collateral andextent permitted by applicable law) all rights of redemption, therefore, stay or appraisal that it now has or may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collectionfuture have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, protection to the extent notice of sale will be required by law, at least ten days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made will constitute reasonable notification. The Collateral Agent will not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral, and may specifically disclaim or modify any warranties of title or the like, which procedure will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, each Grantor will be liable for the deficiency and the fees of any attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.2 will cause irreparable injury to the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section will be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. If the Collateral Agent sells any of the Collateral on credit, the applicable Grantors will be credited only with payments actually made by purchaser and received by the Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Obligations, to the payment applicable Grantors will be credited with proceeds of the Obligations, returning sale. Nothing in this Section 5.2 will in any way alter the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition rights of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementAgent hereunder.

Sale of Collateral. Secured Party may sell any Exercise all the rights and remedies of a secured party under the Code (whether or not the Code applies to the affected Collateral), including (i) require Borrower to, and Borrower hereby agrees that it will, at its expense and upon request of Lender forthwith, assemble all or part of the Collateral as directed by Lender and make it available to Lender at a place to be designated by Lender that is reasonably convenient to both parties; (ii) enter upon any premises of Borrower and take possession of the Collateral; and (iii) sell the Collateral or any part thereof in one (1) or more parcels at public or private sale, at any of Lender's offices or elsewhere, at such time or times, for cash, on credit, or for future delivery, and at such price or prices and upon such other terms and conditions as Secured Party Lender may deem propercommercially reasonable. Borrower agrees that, to the extent notice of sale shall be required by law, ten (10) days notice of the time and Secured Party place of any sale shall constitute reasonable notification. At any sale of the Collateral, if permitted by law, Lender may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion thereof for the account of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasersLender. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor Borrower shall remain liable for any amount remaining unpaid after such applicationdeficiency. Lender shall not be required to proceed against any Collateral but may proceed against Borrower directly. To the extent permitted by law, with interest at the Default Rate. Any notification Borrower hereby specifically waives all rights of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirmsredemption, approves and ratifies all acts and deeds of Secured Party relating to the foregoingstay, and each part thereof, and expressly waives any and all claims of any nature, kind or description which appraisal that it has or may have under any law now existing or hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementenacted.

Sale of Collateral. Secured Party In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell any or all of the Collateral at public or private salesale or otherwise realize upon, upon such terms and conditions as Secured Party may deem properin Baltimore, and Secured Party may purchase Maryland, or elsewhere, the whole or, from time to time, any or all part of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all Collateral, or any portion interest which the Borrower may have therein. After deducting from the proceeds of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one sale or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended other disposition of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by law applicable Law. Notice of any sale or other disposition shall be conclusively deemed reasonably and properly given if given by Secured Party to the Borrower at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims time of any nature, kind intended public sale or description of the time after which it has any intended private sale or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion other disposition of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other than in disposition. The Borrower agrees to assemble, or to cause to be assembled, at the event of any intentional misconduct or gross negligence. Grantor consents to releases of Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any time such sale or other disposition, the Lender may, to the extent permissible under applicable law, purchase the whole or any part of the Collateral, free from any right of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of any of the rights and remedies conferred upon the Lender under this Section, the Lender may, to the full extent permitted by applicable law: (including prior a) enter upon the premises of the Borrower, exclude therefrom the Borrower or any entity connected therewith, and take immediate possession of the Collateral, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to defaultdo so; (b) at the Lender's option, use, operate, manage, and to sales of control the Collateral in groupsany lawful manner; (c) collect and receive all rents, parcels income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or portions, or remove the Collateral as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay the Lender may determine in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementLender's discretion.

Sale of Collateral. Secured Party The Collateral Agent may sell sell, or cause to be sold, the Collateral or any part thereof or all interest therein, at public auction to the highest bidder for cash or at private sale or auction with or without demand, advertisement or notice of the Collateral at public date, time or private saleplace of sale or any adjournment thereof, upon such terms and conditions as Secured Party Financial Security may deem properapprove, and Secured Party upon such sale the Collateral Agent shall make and deliver to the purchaser or purchasers an appropriate instrument or instruments of transfer. The Collateral Agent is hereby irrevocably appointed the true and lawful attorney of the Indenture Trustee, in its name and stead, to make all necessary transfers of property thus sold; and for that purpose it may purchase execute all necessary instruments of transfer, and may substitute one or more Persons with like power, the Indenture Trustee hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, if so requested by the Collateral Agent or any or all purchaser of the Collateral at or any part thereof, the Indenture Trustee shall ratify and confirm any such sale. Grantor acknowledges that Secured Party sale or transfer by executing and delivering to the Collateral Agent or such purchaser all proper instruments of transfer and releases as may be unable designated in any such request. The Collateral Agent may proceed at law or in equity to effect a public sale foreclose the lien of this Agreement against all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale part of the Collateral and to have the Obligationssame sold under the judgment or decree of a court having jurisdiction or as otherwise may be required or permitted by law. Upon any such sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, Certificateholder or Financial Security may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of such sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability; and any purchaser at any such sale may, in paying the purchase money, turn in any of the Notes or Certificates, as applicable, in lieu of cash up to the payment amount which shall, upon distribution of the Obligationsnet proceeds of such sale, returning be payable thereon. Said Notes or Certificates, in case the excess proceedsamounts so payable thereon shall be less than the amount due thereon, if anyshall be returned to the Holders thereof after being properly stamped to show partial payment. Upon any sale, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such applicationwhether made under the power of sale hereby given or by virtue of judicial proceedings, with interest at the Default Rate. Any notification of intended disposition a receipt of the Collateral required by law Agent, or of the officer making such sale under judicial proceedings, shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating a sufficient discharge to the foregoingpurchaser or purchasers at such sale for its or their purchase money, and such purchaser or purchasers shall not be obliged to see to the application thereof. Any such sale, whether under the power of sale hereby given or by virtue of judicial proceedings, shall bind the Collateral Agent, WFSRC, the Indenture Trustee, the Noteholders and the Certificateholders, shall operate to divest all right, title and interest whatsoever, either at law or in equity, of each part thereofof them in and to the property sold, and expressly waives shall be a perpetual bar, both at law and in equity, against each of them and their successors and assigns, and against any and all claims of any nature, kind Persons claiming through or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementthem.

Sale of Collateral. The Administrative Agent shall give each Grantor ten days’ written notice (which such Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions)) of the Administrative Agent’s intention to make any sale of any of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold Virtus Investment Partners, Inc. Security Agreement again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to such Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of certain legal and/or practical restrictions Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon any of the Collateral and to sell any of the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Article shall be deemed to conform to the commercially reasonable standards as provided in Part 6 of Article 9 of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions). Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Secured Obligations, it shall be liable for the resulting deficiency and the fees, charges and disbursements of any counsel employed by the Administrative Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale pursuant to this Article was less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements in this Section may be applicable to specifically enforced, (D) the Collateral and, therefore, Administrative Agent may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to sell any such private sale so made even though at places Collateral without giving any warranties as to such Collateral, and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Administrative Agent may specifically disclaim any warranties of title or the like, and (E) the Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at marshal any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. Secured Party The Collateral Agent may sell sell, or cause to be sold, the Collateral or any part thereof or all interest therein, at public auction to the highest bidder for cash or at private sale or auction with or without demand, advertisement or notice of the Collateral at public date, time or private saleplace of sale or any adjournment thereof, upon such terms and conditions as Secured Party Financial Security may deem properapprove, and Secured Party upon such sale the Collateral Agent shall make and deliver to the purchaser or purchasers an appropriate instrument or instruments of transfer. The Collateral Agent is hereby irrevocably appointed the true and lawful attorney of the Indenture Trustee, in its name and stead, to make all necessary transfers of property thus sold; and for that purpose it may purchase execute all necessary instruments of transfer, and may substitute one or more Persons with like power, the Indenture Trustee hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, if so requested by the Collateral Agent or any or all purchaser of the Collateral at or any part thereof, the Indenture Trustee shall ratify and confirm any such sale. Grantor acknowledges that Secured Party sale or transfer by executing and delivering to the Collateral Agent or such purchaser all proper instruments of transfer and releases as may be unable designated in any such request. The Collateral Agent may proceed at law or in equity to effect a public sale foreclose the lien of this Agreement against all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale part of the Collateral and to have the Obligationssame sold under the judgment or decree of a court having jurisdiction or as otherwise may be required or permitted by law. Upon any such sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, Certificateholder or Financial Security may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of such sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability; and any purchaser at any such sale may, in paying the purchase money, turn in any of the Notes or Certificates, as applicable, in lieu of cash up to the payment amount which shall, upon distribution of the Obligationsnet proceeds of such sale, returning be payable thereon. Said Notes or Certificates, in case the excess proceedsamounts so payable thereon shall be less than the amount due thereon, if anyshall be returned to the Holders thereof after being properly stamped to show partial payment. Upon any sale, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such applicationwhether made under the power of sale hereby given or by virtue of judicial proceedings, with interest at the Default Rate. Any notification of intended disposition a receipt of the Collateral required by law Agent, or of the officer making such sale under judicial proceedings, shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating a sufficient discharge to the foregoingpurchaser or purchasers at such sale for its or their purchase money, and such purchaser or purchasers shall not be obliged to see to the application thereof. Any such sale, whether under the power of sale hereby given or by virtue of judicial proceedings, shall bind the Collateral Agent, the Company, the Indenture Trustee, the Noteholders and the Certificateholders, shall operate to divest all right, title and interest whatsoever, either at law or in equity, of each part thereofof them in and to the property sold, and expressly waives shall be a perpetual bar, both at law and in equity, against each of them and their successors and assigns, and against any and all claims of any nature, kind Persons claiming through or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementthem.

Sale of Collateral. Secured Party The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Bank may deem proper, and Secured Party the Bank may purchase any or all of the Collateral at any such sale. Grantor Each Borrower acknowledges that Secured Party the Bank may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Each Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Bank may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of any Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrowers. Grantor The Borrowers shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Bank at least ten (10) calendar days before the date of such disposition. Grantor Each Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Bank relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Bank or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Each Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Bank shall deem appropriate. Grantor Each Borrower expressly absolves Secured Party the Bank from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell Each purchaser at any sale pursuant to this Agreement shall hold the property sold absolutely, free from any claim or all right on the part of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem propera Debtor, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable each Debtor hereby waives, to the Collateral andfullest extent permitted by applicable Laws, thereforeall rights of redemption, stay and appraisal which each such Debtor now has or may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collectionfuture have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall be authorized at any such sale 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 sale thereof. Neither the Administrative Agent’s compliance with the UCC or any other applicable requirement of Law, protection in the conduct of any sale made pursuant to this Agreement, nor its disclaimer of any warranties relating to the Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. The Administrative Agent shall give any Debtor ten days’ written notice (which each Debtor agrees is reasonable notice within the meaning of Section 9A-612 of the UCC) of the Administrative Agent’s intention to make any sale of Collateral. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed Form of Guarantor Security Agreement for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. To the fullest extent permitted by applicable Laws, the Administrative Agent or any other Lender may bid for or purchase the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Administrative Agent or such Lender from a Debtor as a credit against the purchase price and the Administrative Agent or such Lender may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Debtor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and the Debtors shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the ObligationsSecured Obligations paid in full. To the fullest extent permitted by applicable Laws, any sale pursuant to the payment provisions of this subsection (b) shall be deemed to conform to the commercially reasonable standards as provided in Section 9A-610(b) of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementUCC.

Sale of Collateral. Secured Party may sell Each purchaser at any sale pursuant to this Agreement shall subject to the rights of Lessees of Pledged Railcars to quiet possession as contemplated by Section 2(d) of this Agreement, hold the property sold absolutely, free from any claim or all right on the part of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem properany Debtor, and Secured Party may purchase any or all of the Collateral at any each Debtor hereby waives against such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable purchaser, to the Collateral andfullest extent permitted by applicable Laws, thereforeall rights of redemption, stay and appraisal which such Debtor now has or may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collectionfuture have under any rule of law or statute now existing or hereafter enacted. Neither the Administrative Agent’s compliance with the UCC or any other applicable requirement of Law, protection in the conduct of any sale made pursuant to this Agreement, nor its disclaimer of any warranties relating to the Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. The Administrative Agent shall give each Debtor 10 days’ written notice (which such Debtor agrees is reasonable notice within the meaning of Section 9-612 of the UCC) of the Administrative Agent’s intention to make any sale of Collateral. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. To the fullest extent permitted by applicable Laws, the Administrative Agent or any other holder of Secured Obligations may bid for or purchase the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Administrative Agent or such holder of Secured Obligations from any Debtor as a credit against the purchase price and the Administrative Agent or such holder of Secured Obligations may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Debtor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Debtor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the ObligationsSecured Obligations paid in full. To the fullest extent permitted by applicable Laws, any sale pursuant to the payment provisions of this subsection (b) shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementUCC.

Sale of Collateral. The Administrative Agent shall give each Grantor ten days’ written notice (which such Grantor agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions)) of the Administrative Agent’s intention to make any sale of any of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to such Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of certain legal and/or practical restrictions Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon any of the Collateral and to sell any of the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Article shall be deemed to conform to the commercially reasonable standards as provided in Part 6 of Article 9 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions). Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Secured Obligations, it shall be liable for the resulting deficiency and the fees, charges and disbursements of any counsel employed by the Administrative Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale pursuant to this Article was less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements in this Section may be applicable to specifically enforced, (D) the Collateral and, therefore, Administrative Agent may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to sell any such private sale so made even though at places Collateral without giving any warranties as to such Collateral, and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Administrative Agent may specifically disclaim any warranties of title or the like, and (E) the Administrative Agent shall have no obligation to cleanmarshal any such Collateral. If an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-up or otherwise prepare cash items shall be held by such Grantor in trust for the Collateral for sale. Secured Party may apply Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time Administrative Agent in the collection, protection and sale of the Collateral and the Obligations, exact form received by such Grantor (duly endorsed by such Grantor to the payment of the Obligations, returning the excess proceedsAdministrative Agent, if anyrequired). All Proceeds received by the Administrative Agent hereunder shall, pending application thereof as set forth in Section 5.2, be held by the Administrative Agent in a collateral account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a collateral account (or by such Grantor in trust for the Secured Parties) shall continue to Grantor. Grantor be held as collateral security for all the Obligations and shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than not constitute payment thereof until applied as provided in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementSection 5.2.

Sale of Collateral. Secured Party The Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Lender may deem proper, and Secured Party the Lender may purchase any or all of the Collateral at any such sale. Grantor The Borrower acknowledges that Secured Party the Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Lender may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Revolving Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrower. Grantor The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Lender at least ten (10) calendar days before the date of such disposition. Grantor The Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Lender shall deem appropriate. Grantor The Borrower expressly absolves Secured Party the Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party In the event Agent shall determine to sell the Collateral or any portion thereof, any such sale shall be held at such time or times and at such place or places as Agent may sell determine in the exercise of its sole discretion. Agent may bid (which bid may be, in whole or in part, in the form of cancellation of Obligations) for and purchase for the account of Agent or any nominee of Agent the whole or all any part of the Collateral Collateral. In the event that Agent is the successful bidder at any public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral or any portion thereof, the amount bid by Agent may be credited against the Obligations as provided in Section 6.03. Agent shall not be obligated to make any sale of the Collateral if it shall determine not to do so regardless of the fact that notice of sale of the Collateral may have been given. Agent may, without notice or publication, adjourn any public sale from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the Obligationstime and place to which the same was so adjourned. Assignor agrees that, to the payment extent notice of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor sale shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral be required by law shall be conclusively deemed reasonably and properly given if given by Secured Party law, at least ten (10) calendar days before days’ notice to Assignor of the date time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. Grantor hereby confirmsAgent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, approves and ratifies all acts such sale may, without further notice, be made at the time and deeds place to which it was so adjourned. Upon consummation of Secured Party relating any sale of the Collateral, Agent shall have the right to assign, transfer and deliver to the foregoingpurchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral sold absolutely free from any claim or right on the part of Assignor, and each part thereofAssignor hereby waives to the extent permitted by law all rights of redemption, stay and expressly waives any and all claims of any nature, kind or description appraisal which it now has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time in the future have under any rule of law or statute now existing or hereafter enacted. Assignor agrees that: (including prior a) if Agent shall, pursuant to default) and to sales the terms of this Assignment, sell or cause the Collateral in groupsor any portion thereof to be sold at a private sale, parcels or portions, or as an entirety, as Secured Party Agent shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Collateral by reason of delay or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementa commercially reasonable manner.

Sale of Collateral. Secured Party Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party Lender may deem proper, and Secured Party Lender may purchase any or all of the Collateral at any such sale. Grantor Borrower acknowledges that Secured Party Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party Lender may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of any Note and/or any of the other Obligations, returning the excess proceeds, if any, to GrantorBorrower. Grantor Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party Lender at least ten (10) calendar days before the date of such disposition. Grantor Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party Lender shall deem appropriate. Grantor Borrower expressly absolves Secured Party Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Bank may deem proper, and Secured Party the Bank may purchase any or all of the Collateral at any such sale. Grantor The Debtor acknowledges that Secured Party the Bank may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were was sold at public sale. Secured Party The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Bank may apply the net proceeds, after deducting all costs, expenses, reasonable attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantorthe Debtor. Grantor The Debtor and/or the Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Bank at least ten (10) calendar days before the date of such disposition. Grantor The Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party the Bank relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Bank or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional absent Bank’s bad faith, gross negligence, willful misconduct or gross negligencematerial breach of contract. Grantor consents The Debtor consents, effective after the acceleration of the Obligations during the existence of an Event of Default, to releases release of the Collateral at any time (including prior to default) and to commercially reasonable sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Bank shall deem appropriate. Grantor The Debtor expressly absolves Secured Party the Bank from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party The Collateral Agent may sell sell, or cause to be sold, the Collateral or any part thereof or all interest therein, at public auction to the highest bidder for cash or at private sale or auction with or without demand, advertisement or notice of the Collateral at public date, time or private saleplace of sale or any adjournment thereof, upon such terms and conditions as Secured Party Financial Security may deem properapprove, and Secured Party upon such sale the Collateral Agent shall make and deliver to the purchaser or purchasers an appropriate instrument or instruments of transfer. The Collateral Agent is hereby irrevocably appointed the true and lawful attorney of the Indenture Trustee, in its name and stead, to make all necessary transfers of property thus sold; and for that purpose it may purchase execute all necessary instruments of transfer, and may substitute one or more Persons with like power, the Indenture Trustee hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, if so requested by the Collateral Agent or any or all purchaser of the Collateral at or any part thereof, the Indenture Trustee shall ratify and confirm any such sale. Grantor acknowledges that Secured Party sale or transfer by executing and delivering to the Collateral Agent or such purchaser all proper instruments of transfer and releases as may be unable designated in any such request. The Collateral Agent may proceed at law or in equity to effect a public sale foreclose the lien of this Agreement against all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale part of the Collateral and to have the Obligationssame sold under the judgment or decree of a court having jurisdiction or as otherwise may be required or permitted by law. Upon any such sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, Certificateholder or Financial Security may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of such sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability; and any purchaser at any such sale may, in paying the purchase money, turn in any of the Notes or Certificates, as applicable, in lieu of cash up to the payment amount which shall, upon distribution of the Obligationsnet proceeds of such sale, returning be payable thereon. Said Notes or Certificates, in case the excess proceedsamounts so payable thereon shall be less than the amount due thereon, if anyshall be returned to the Holders thereof after being properly stamped to show partial payment. Upon any sale, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such applicationwhether made under the power of sale hereby given or by virtue of judicial proceedings, with interest at the Default Rate. Any notification of intended disposition a receipt of the Collateral required by law Agent, or of the officer making such sale under judicial proceedings, shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating a sufficient discharge to the foregoingpurchaser or purchasers at such sale for its or their purchase money, and such purchaser or purchasers shall not be obliged to see to the application thereof. Any such sale, whether under the power of sale hereby given or by virtue of judicial proceedings, shall bind the Collateral Agent, the Seller, the Indenture Trustee, the Noteholders and the Certificateholders, shall operate to divest all right, title and interest whatsoever, either at law or in equity, of each part thereofof them in and to the property sold, and expressly waives shall be a perpetual bar, both at law and in equity, against each of them and their successors and assigns, and against any and all claims of any nature, kind Persons claiming through or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementthem.

Sale of Collateral. Secured Party The Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Lender may deem proper, and Secured Party the Lender may purchase any or all of the Collateral at any such sale. Grantor The Borrower acknowledges that Secured Party the Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Lender may apply the net proceeds, after deducting all costs, expenses, expenses and attorneys' and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of any Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrower. Grantor The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Lender at least ten (10) calendar days before the date of such disposition. Grantor The Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Lender shall deem appropriate. Grantor The Borrower expressly absolves Secured Party the Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party Agent may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party Agent may deem proper, and Secured Party Agent or any Lender may purchase any or all of the Collateral at any such sale. Grantor Borrower acknowledges that Secured Party Agent may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor ; Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party Agent may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the ObligationsLiabilities, to the payment of any Note and/or any of the Obligationsother Liabilities, returning the excess proceeds, if any, to GrantorBorrower. Grantor Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party Agent at least ten (10) calendar days before the date of such disposition. Grantor Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party Agent relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party Agent or its any Lender or their representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party Agent shall deem appropriate. Grantor Borrower expressly absolves Secured Party Agent and Lenders from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Loan Agreement. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem properproper and reasonable, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. During the continuation of an Event of Default, Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all In addition to exercising the foregoing rights, upon the occurrence and during the continuation of an Event of Default, Lender may, to the extent permitted by applicable Legal Requirements, arrange for and conduct the sale of the Collateral at a public or private salesale in a commercially reasonable manner and in accordance with applicable Legal Requirements, upon such terms which sale may be conducted by an employee or representative of Lender in accordance with this Section 5.3. Lender agrees to provide at least 10 days’ prior written notice to Grantor specifying the time and conditions as Secured Party place of any public sale or the time after which any private sale is to be made (unless a longer notice period shall be required by applicable Legal Requirements or the provisions of any contract or other item of Collateral). Lender may deem properrelease, and Secured Party may purchase temporarily or otherwise, to Grantor any item of Collateral of which Lender has taken possession pursuant to any right granted to Lender by this Agreement without waiving any rights granted to Lender under this Agreement or all the other Credit Documents. To the extent permitted by applicable law, Grantor, in dealing with or disposing of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to require, upon foreclosure, sales of assets in a particular order. If Lender sells any of the Collateral because upon credit, Grantor will be credited only with payments actually made by the purchaser. In the event the purchaser fails to pay for the Collateral, Lender may resell the Collateral, and Grantor shall be credited with the proceeds of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one resale. In the event Lender shall bid at any foreclosure or more private sales to a restricted group of offerees and purchasers. Grantor consents to trustee’s sale or at any such private sale so made even though at places and upon terms permitted by Legal Requirements or this Agreement or any other Credit Document, Lender may bid all or less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment amount of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party In addition to exercising the foregoing rights, upon the occurrence and during the continuation of an Event of Default, the Offshore Collateral Agent may sell any or all arrange for and conduct the sale of the Collateral at a public or private sale, upon such terms and conditions sale (as Secured Party the Offshore Collateral Agent may deem properelect) which sale may be conducted by an employee or representative of the Offshore Collateral Agent, and Secured Party may purchase any or all of the Collateral at any such salesale shall be considered or deemed to be a sale made in a commercially reasonable manner. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents With respect to any such private sale so made even though at places and upon terms less favorable than if public sales, the Offshore Collateral were sold at public sale. Secured Party shall have no obligation Agent agrees to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party provide at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating days’ prior written notice to the foregoing, relevant Assignor specifying the time and place of any public sale or the time after which any private sale is to be made and each part thereofAssignor agrees that such ten (10) days’ notice shall constitute reasonable notification (unless a longer notice period shall be required by Applicable Law). The Offshore Collateral Agent may release, and expressly waives temporarily or otherwise, to any and all claims Assignor any item of Collateral of which the Offshore Collateral Agent has taken possession pursuant to any natureright granted to the Offshore Collateral Agent by this Agreement without waiving any rights granted to the Offshore Collateral Agent under this Agreement, kind the Intercreditor Agreement, the other Finance Documents or description which it has any other agreement related hereto or may hereafter thereto. The Offshore Collateral Agent shall have against Secured Party or its representatives, by reason of taking, selling or collecting no obligation to marshal any portion of the Collateral other than and each Assignor hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to require, upon foreclosure, sales of assets in a particular order. If the Offshore Collateral Agent sells any of the Collateral upon credit, the Assignors will be credited only with payments actually made by the purchaser, received by the Offshore Collateral Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Offshore Collateral Agent may resell the Collateral, and the Assignors shall be credited with the proceeds of the sale. In the event the Offshore Collateral Agent shall bid at any intentional misconduct foreclosure or trustee’s sale or at any private sale permitted by Applicable Law or this Agreement or any other Finance Document, the Offshore Collateral Agent may bid all or less than the amount of the Obligations. To the extent permitted by Applicable Law, the amount of the successful bid at any such sale, whether the Offshore Collateral Agent or any other party is the successful bidder, shall, absent fraud or gross negligence. Grantor consents , be conclusively deemed to releases be the fair market value of the Collateral at any time (including prior to default) and to sales the difference between such bid amount and the remaining balance of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party Obligations shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value be conclusively deemed to be the amount of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementObligations.

Sale of Collateral. The Collateral Agent shall give each Grantor ten days' written notice (which such Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions, including those contained in Part 6 of Article 9 of the UCC)) of the Collateral Agent's intention to make any sale of any of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to such Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Collateral Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Defaults shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of certain legal and/or practical restrictions sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon any of the Collateral and provisions which may be applicable to sell any of the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Article shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions, including those contained in Part 6 of Article 9 of the UCC). Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral andowned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Obligations, thereforeit shall be liable for the resulting deficiency and the fees, may be compelled charges and disbursements of any counsel employed by the Collateral Agent or any other Secured Party to resort to one or more private sales to a restricted group collect such deficiency, (B) it hereby waives any claims against the Collateral Agent arising by reason of offerees and purchasers. Grantor consents to the fact that the price at which any such Collateral may have been sold at any private sale so made pursuant to this Article was less than the price that might have been obtained at a public sale, even though at places and upon terms less favorable than if the Collateral were sold Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at public sale. Secured Party law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensible in damages, and therefore agrees that its agreements in this Section may be specifically enforced, (D) the Collateral Agent may sell any such Collateral without giving any warranties as to such Collateral, and the Collateral Agent may specifically disclaim any warranties of title or the like, and (E) the Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at xxxxxxxx any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. Secured Party The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Bank may deem proper, and Secured Party the Bank may purchase any or all of the Collateral at any such sale. Grantor The Borrower acknowledges that Secured Party the Bank may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Bank may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of any Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrower. Grantor The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Bank at least ten (10) calendar days before the date of such disposition. Grantor The Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Bank relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Bank or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Bank shall deem appropriate. Grantor The Borrower expressly absolves Secured Party the Bank from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all The Administrative Agent shall give the Borrower 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral at if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, upon and such terms sale may, without further notice, be made at the time and conditions as Secured Party may deem proper, and Secured Party may purchase place to which the same was so adjourned. In case any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion part of the Collateral because of certain legal and/or practical restrictions and provisions which is made on credit or for future delivery, the Collateral so sold may be applicable retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the Collateral andextent permitted by law, thereforeprivate) sale made pursuant to this Section 6.01, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply bid for or purchase for cash, free (to the net proceedsextent permitted by law) from any right of redemption, after deducting stay, valuation or appraisal on the part of any Grantor (all costssaid rights being also hereby waived and released to the extent permitted by law), expensesthe Collateral or any part thereof offered for sale and such Secured Party may, attorneys' upon compliance with the terms of sale, hold, retain and paralegals' fees incurred dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or paid at any time in portion thereof shall be treated as a sale thereof; the collection, protection Administrative Agent shall be free to carry out such sale pursuant to such agreement and sale no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the ObligationsObligations paid in full in cash. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the payment provisions of this Section 6.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party UCC or its representatives, by reason of taking, selling or collecting any portion of the Collateral equivalent in other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementjurisdictions.

Sale of Collateral. Secured Party The Collateral Agent may sell sell, or cause to be sold, the Collateral or any part thereof or all interest therein, at public auction to the highest bidder for cash or at private sale or auction with or without demand, advertisement or notice of the Collateral at public date, time or private saleplace of sale or any adjournment thereof, upon such terms and conditions as Secured Party Financial Security may deem properapprove, and Secured Party upon such sale the Collateral Agent shall make and deliver to the purchaser or purchasers an appropriate instrument or instruments of transfer. The Collateral Agent is hereby irrevocably appointed the true and lawful attorney of the Indenture Trustee, in its name and stead, to make all necessary transfers of property thus sold; and for that purpose it may purchase execute all necessary instruments of transfer, and may substitute one or more Persons with like power, the Indenture Trustee hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, if so requested by the Collateral Agent or any or all purchaser of the Collateral at or any part thereof, the Indenture Trustee shall ratify and confirm any such sale. Grantor acknowledges that Secured Party sale or transfer by executing and delivering to the Collateral Agent or such purchaser all proper instruments of transfer and releases as may be unable designated in any such request. The Collateral Agent may proceed at law or in equity to effect a public sale foreclose the lien of this Agreement against all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale part of the Collateral and to have the Obligationssame sold under the judgment or decree of a court having jurisdiction or as otherwise may be required or permitted by law. Upon any such sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, Certificateholder or Financial Security may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of such sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability; and any purchaser at any such sale may, in paying the purchase money, turn in any of the Notes or Certificates, as applicable, in lieu of cash up to the payment amount which shall, upon distribution of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.net

Sale of Collateral. Secured Party The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party Bank may deem proper, and Secured Party Bank may purchase any or all of the Collateral at any such sale. Grantor Debtor acknowledges that Secured Party Bank may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were was sold at public sale. Secured Party The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Bank may apply the net proceeds, after deducting all costs, expenses, reasonable attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorDebtor. Grantor Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party Bank at least ten (10) calendar days before the date of such disposition. Grantor Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party Bank relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party Bank or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party Bank shall deem appropriate. Grantor Debtor expressly absolves Secured Party Bank from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party The Master Collateral Agent may sell sell, or cause to be sold, the Collateral or any part thereof or all interest therein, at public auction to the highest bidder for cash or at private sale or auction with or without demand, advertisement or notice of the Collateral at public date, time or private saleplace of sale or any adjournment thereof, upon such terms and conditions as Secured the Controlling Party may deem properapprove, and Secured Party upon such sale the Master Collateral Agent shall make and deliver to the purchaser or purchasers an appropriate instrument or instruments of transfer. The Master Collateral Agent is hereby irrevocably appointed the true and lawful attorney of the Bank and WFAL2, and each of them, in its name and stead, to make all necessary transfers of property thus sold; and for that purpose it may purchase execute all necessary instruments of transfer, and may substitute one or more Persons with like power, the Bank and WFAL2, and each of them, hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, if so requested by the Master Collateral Agent or any or all purchaser of the Collateral at or any part thereof, the Bank and WFAL2, and each of them, shall ratify and confirm any such sale. Grantor acknowledges that Secured Party sale or transfer by executing and delivering to the Master Collateral Agent or such purchaser all proper instruments of transfer and releases as may be unable designated in any such request. The Master Collateral Agent may proceed at law or in equity to effect a public sale foreclose the lien of this Agreement against all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale part of the Collateral and to have the Obligationssame sold under the judgment or decree of a court having jurisdiction or as otherwise may be required or permitted by law. Upon any such sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, the Controlling Party may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of such sale, may hold, retain, possess or dispose of such property in its own absolute right without accountability. Upon any sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, a receipt of the Master Collateral Agent, or of the officer making such sale under judicial proceedings, shall be a sufficient discharge to the payment of purchaser or purchasers at such sale for its or their purchase money, and such purchaser or purchasers shall not be obliged to see to the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rateapplication thereof. Any notification such sale, whether under the power of intended disposition sale hereby given or by virtue of judicial proceedings, shall bind the Master Collateral required by Agent, the Bank and WFAL2, shall operate to divest all right, title and interest whatsoever, either at law or in equity, of each of them in and to the property sold, and shall be conclusively deemed reasonably a perpetual bar, both at law and properly given if given by Secured Party at least ten (10) calendar days before the date in equity, against each of such disposition. Grantor hereby confirms, approves them and ratifies all acts their successors and deeds of Secured Party relating to the foregoingassigns, and each part thereof, and expressly waives against any and all claims of any nature, kind Persons claiming through or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementthem.

Sale of Collateral. The Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor Each Debtor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Each Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. The Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantorsuch Debtor. Grantor Each Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor Each Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Each Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor Each Debtor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor Each Debtor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Each Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorDebtors. Grantor Each Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor Each Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Each Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor Each Debtor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. The Collateral Agent shall give each Grantor ten days’ written notice (which such Grantor agrees is reasonable notice within the meaning of Part 6 of Article 9 of the UCC) of the Collateral Agent’s intention to make any sale of any of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to such Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Collateral Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to subject thereto, notwithstanding the fact that after the Collateral andAgent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, therefore, the Collateral Agent may be compelled proceed by a suit or suits at law or in equity to resort foreclose upon any of the Collateral and to one or more private sales sell any of the Collateral pursuant to a restricted group judgment or decree of offerees a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Obligations, it shall be liable for the resulting deficiency and purchasers. Grantor consents the fees, charges and disbursements of any counsel employed by the Collateral Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale so made pursuant to this Article was less than the price that might have been obtained at a public sale, even though at places and upon terms less favorable than if the Collateral were sold Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at public sale. Secured Party law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements in this Section may be specifically enforced, (D) the Collateral Agent may sell any such Collateral without giving any warranties as to such Collateral, and the Collateral Agent may specifically disclaim any warranties of title or the like, and (E) the Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at marshal any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. The Collateral Agent shall give each Grantor ten days' written notice (which such Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions, including those contained in Part 6 of Article 9 of the UCC)) of the Collateral Agent's intention to make any sale of any of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to such Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Collateral Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Defaults shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of certain legal and/or practical restrictions sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon any of the Collateral and provisions which may be applicable to sell any of the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Article shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions, including those contained in Part 6 of Article 9 of the UCC). Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral andowned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Obligations, thereforeit shall be liable for the resulting deficiency and the fees, may be compelled charges and disbursements of any counsel employed by the Collateral Agent or any other Secured Party to resort to one or more private sales to a restricted group collect such deficiency, (B) it hereby waives any claims against the Collateral Agent arising by reason of offerees and purchasers. Grantor consents to the fact that the price at which any such Collateral may have been sold at any private sale so made pursuant to this Article was less than the price that might have been obtained at a public sale, even though at places and upon terms less favorable than if the Collateral were sold Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at public sale. Secured Party law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensible in damages, and therefore agrees that its agreements in this Section may be specifically enforced, (D) the Collateral Agent may sell any such Collateral without giving any warranties as to such Collateral, and the Collateral Agent may specifically disclaim any warranties of title or the like, and (E) the Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at marshall any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. The Collateral Agent shall give each Grantor ten days’ written notice (which such Grantor agrees is reasonable notice within the meaning of Part 6 of Article 9 of the UCC) of the Collateral Agent’s intention to make any sale of any of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to such Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Collateral Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to subject thereto, notwithstanding the fact that after the Collateral andAgent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, therefore, the Collateral Agent may be compelled proceed by a suit or suits at law or in equity to resort foreclose upon any of the Collateral and to one or more private sales sell any of the Collateral pursuant to a restricted group judgment or decree of offerees a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Obligations, it shall be liable for the resulting deficiency and purchasers. Grantor consents the fees, charges and disbursements of any counsel employed by the Collateral Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale so made pursuant to this Article was less than the price that might have been obtained at a public sale, even though at places and upon terms less favorable than if the Collateral were sold Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at public sale. Secured Party law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensible in damages, and therefore agrees that its agreements in this Section may be specifically enforced, (D) the Collateral Agent may sell any such Collateral without giving any warranties as to such Collateral, and the Collateral Agent may specifically disclaim any warranties of title or the like, and (E) the Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at xxxxxxxx any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. Secured Party In addition to any other remedy provided herein, upon the occurrence of an EVENT OF DEFAULT, the ADMINISTRATIVE AGENT, in a commercially reasonable fashion, may sell any or all of the Collateral at public or private salesale or otherwise realize upon, upon in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of all COLLATERAL which is personal property, or any interest which the BORROWER may have therein. Pending any such terms action, the ADMINISTRATIVE AGENT may collect and conditions as Secured Party may deem properliquidate the COLLATERAL. After deducting from the proceeds of sale or other disposition of such COLLATERAL all expenses, and Secured Party may purchase any or including all expenses for legal services, the ADMINISTRATIVE AGENT shall apply such proceeds toward the satisfaction of the Collateral at any such saleOBLIGATIONS. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion Any remainder of the Collateral because proceeds after satisfaction in full of certain legal and/or practical restrictions and provisions the OBLIGATIONS shall be distributed as required by applicable LAW. Notice of any sale or other disposition (other than sales or other dispositions of COLLATERAL which may is perishable or threatens to decline speedily in value or of a type customarily sold on a recognized market) shall be applicable given to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms BORROWER not less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which the BORROWER hereby agrees would be commercially reasonable notice of such sale or other disposition. Grantor hereby confirmsThe BORROWER agrees to assemble, approves and ratifies all acts and deeds of Secured Party relating or to cause to be assembled, at the BORROWER’S expense, the COLLATERAL at such place or places as the ADMINISTRATIVE AGENT designates. At any such sale or other disposition, the ADMINISTRATIVE AGENT may, to the foregoingextent permissible under applicable law, purchase the whole or any part of the COLLATERAL, free from any right of redemption on the part of the BORROWER, which right is hereby waived and released to the extent lawfully permitted. Without limiting the generality of any of the rights and remedies conferred upon the ADMINISTRATIVE AGENT under this Section, the ADMINISTRATIVE AGENT may, to the full extent permitted by applicable law: (a) enter upon the premises of the BORROWER, exclude therefrom the BORROWER or any PERSON connected therewith, and each part thereoftake immediate possession of the COLLATERAL, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) at the ADMINISTRATIVE AGENT’S option, use, operate, manage, and expressly waives control the COLLATERAL in any lawful manner; (c) collect and receive all claims of any natureincome, kind revenue, earnings, issues, and profits therefrom; and (d) maintain, alter or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of remove the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCOLLATERAL.

Sale of Collateral. Secured Party The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Bank may deem proper, and Secured Party the Bank may purchase any or all of the Collateral at any such sale. Grantor The Borrower acknowledges that Secured Party the Bank may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Bank may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Notes and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrower. Grantor The Borrower shall remain liable for any amount remaining unpaid after such application, with interest on such amount at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Bank at least ten (10) calendar days before the date of such disposition. Grantor The Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Bank relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Bank or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Bank shall deem appropriate. Grantor The Borrower expressly absolves Secured Party the Bank from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all dispose of the unreleased portion of the Collateral at public or private sale, upon in one or more sales, as a unit or in parcels, at wholesale or retail, and at such time and place and on such terms and conditions as Secured Party may deem proper, and determine. Secured Party may purchase be the purchaser of any or all of the Collateral at any such public or private sale. Grantor acknowledges that If, at any time when Secured Party may be unable shall determine to effect a public sale of exercise Secured Party’s right to sell all or any part of the Collateral and such Collateral, or the part thereof to be sold, Secured Party has been advised by legal counsel or has determined that the unreleased portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable is subject to the Collateral andSecurities Act of 1933, thereforeas amended, may be compelled or any state securities laws, Secured Party in Secured Party’s sole and absolute discretion, is hereby expressly authorized to resort sell such unreleased portion Collateral, or any part thereof, subject to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such obtaining all required regulatory approvals, by private sale so made even though at places in such manner and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. under such circumstances as Secured Party may apply deem necessary or advisable in order that such sale may be effected legally without registration or qualification under applicable securities laws (including without limitation without any obligation to advertise). Without limiting the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale generality of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, Secured Party, in Secured Party’s sole and each part thereofabsolute discretion, may approach and negotiate with a restricted number of potential purchasers to effect such sale or restrict such sale to a purchaser or purchaser who will represent and agree that such purchaser or purchasers are purchasing for his or their own account, for investment only, and expressly waives any and all claims not with a view to the distribution or sale of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any such unreleased portion of the Collateral other than or any part thereof. Any such sale shall be deemed to be a sale made in a commercially reasonable manner within the event meaning of the Uniform Commercial Code of the State of New York and Debtor hereby consents and agrees that Secured Party shall incur no responsibility or liability for selling all or any intentional misconduct or gross negligence. Grantor consents to releases part of the unreleased portion of the Collateral at a price which is not unreasonably low, notwithstanding the possibility that a higher price might be realized if the sale were public. Any public sale of any time (including prior to default) and to sales or all of the unreleased portion of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party may be postponed from any loss or decline in market value of any Collateral time to time by reason of delay in public announcement at the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementtime and place last scheduled for the sale.

Sale of Collateral. If the Proceeds of sale, collection or other realization of or upon the Collateral are insufficient to cover the Secured Party may sell Obligations, Contractor shall remain liable for any or all deficiency. Purchaser shall not incur any liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Article 41.1.6 conducted in a commercially reasonable manner and Use or disclosure of the data contained on this sheet is subject to the restriction on the title page. otherwise in compliance with the UCC and applicable export control restrictions. Contractor hereby waives any claims against Purchaser arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or private salewas less than the aggregate amount of the Secured Obligations, upon such terms even if Purchaser accepts the first offer received and conditions does not offer the Collateral to more than one offeree, so long as Secured Party the sale was conducted in a commercially reasonable manner. Purchaser may deem proper, and Secured Party may purchase be the purchaser of any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable public or private (to effect a public sale of all or the extent any portion of the Collateral because being privately sold is of certain legal and/or practical restrictions a kind that is customarily sold on a recognized market or subject of widely distributed standard price quotations) sale in accordance with the UCC, at a price as determined in accordance with Article 23.1.3, and provisions which Purchaser shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any part of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by Purchaser at such sale. Purchaser may be applicable sell the Collateral without giving any warranties as to the Collateral andCollateral. Purchaser may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Notwithstanding any Junior Liens, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Purchaser shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at marshal any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. Secured Party From and after an Event of Default, the Lender may ------------------ sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Lender may deem proper, and Secured Party the Lender may purchase any or all of the Collateral at any such sale. Grantor acknowledges The Borrowers acknowledge that Secured Party the Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents The Borrowers consent to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Lender may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of any Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrowers. Grantor The Borrowers shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Lender at least ten (10) calendar days before the date of such disposition. Grantor The Borrowers hereby confirmsconfirm, approves approve and ratifies ratify all acts and deeds of Secured Party the Lender relating to the foregoing, and each part thereof, and expressly waives waive any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor consents The Borrowers consent to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Lender shall deem appropriate. Grantor The Borrowers expressly absolves Secured Party absolve the Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party The Collateral Agent may sell sell, or cause to be sold, the Collateral or any part thereof or all interest therein, at public auction to the highest bidder for cash or at private sale or auction with or without demand, advertisement or notice of the Collateral at public date, time or private saleplace of sale or any adjournment thereof, upon such terms and conditions as Secured Party Financial Security may deem properapprove, and Secured Party upon such sale the Collateral Agent shall make and deliver to the purchaser or purchasers an appropriate instrument or instruments of transfer. The Collateral Agent is hereby irrevocably appointed the true and lawful attorney of the Indenture Trustee, in its name and stead, to make all necessary transfers of property thus sold; and for that purpose it may purchase execute all necessary instruments of transfer, and may substitute one or more Persons with like power, the Indenture Trustee hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, if so requested by the Collateral Agent or any or all purchaser of the Collateral at or any part thereof, the Indenture Trustee shall ratify and confirm any such sale. Grantor acknowledges that Secured Party sale or transfer by executing and delivering to the Collateral Agent or such purchaser all proper instruments of transfer and releases as may be unable designated in any such request. The Collateral Agent may proceed at law or in equity to effect a public sale foreclose the lien of this Agreement against all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale part of the Collateral and to have the Obligationssame sold under the judgment or decree of a court having jurisdiction or as otherwise may be required or permitted by law. Upon any such sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, Certificateholder or Financial Security may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of such sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability; and any purchaser at any such sale may, in paying the purchase money, turn in any of the Notes or Certificates, as applicable, in lieu of cash up to the payment amount which shall, upon distribution of the Obligationsnet proceeds of such sale, returning be payable thereon. Said Notes or Certificates, in case the excess proceedsamounts so payable thereon shall be less than the amount due thereon, if anyshall be returned to the Holders thereof after being properly stamped to show partial payment. Upon any sale, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such applicationwhether made under the power of sale hereby given or by virtue of judicial proceedings, with interest at the Default Rate. Any notification of intended disposition a receipt of the Collateral required by law Agent, or of the officer making such sale under judicial proceedings, shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating a sufficient discharge to the foregoingpurchaser or purchasers at such sale for its or their purchase money, and each part such purchaser or purchasers shall not be obliged to see to the application thereof. Any such sale, and expressly waives any and all claims whether under the power of any naturesale hereby given or by virtue of judicial proceedings, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of shall bind the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groupsAgent, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.the

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor Debtor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorDebtor. Grantor Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor Debtor hereby confirms, approves and ratifies all commercially reasonable acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligencea commercially reasonable manner. Grantor Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor Debtor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party In addition to any other remedy provided herein, upon the occurrence of an EVENT OF DEFAULT, the LENDER, in a commercially reasonable fashion, may sell any or all of the Collateral at public or private salesale or otherwise realize upon, upon such terms and conditions as Secured Party may deem properin Baltimore, and Secured Party may purchase Maryland, or elsewhere, the whole or, from time to time, any part of all COLLATERAL which is personal property, or all any interest which any of the Collateral at BORROWERS may have therein. Pending any such saleaction, the LENDER may collect and liquidate the COLLATERAL. Grantor acknowledges that Secured Party may be unable to effect a public After deducting from the proceeds of sale or other disposition of such COLLATERAL all or any portion expenses, including all expenses for legal services, the LENDER shall apply such proceeds toward the satisfaction of the Collateral because OBLIGATIONS. Any remainder of certain legal and/or practical restrictions and provisions the proceeds after satisfaction in full of the OBLIGATIONS shall be distributed as required by applicable LAW. Notice of any sale or other disposition (other than sales or other dispositions of COLLATERAL which may is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market) shall be applicable given to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms BORROWERS not less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which each of the BORROWERS hereby agrees shall be commercially reasonable notice of such sale or other disposition. Grantor hereby confirmsThe BORROWERS shall assemble, approves and ratifies all acts and deeds of Secured Party relating or shall cause to be assembled, at the BORROWERS’ own expense, the COLLATERAL at such place or places as the LENDER shall designate. At any such sale or other disposition, the LENDER may, to the foregoingextent permissible under applicable law, purchase the whole or any part of the COLLATERAL, free from any right of redemption on the part of any of the BORROWERS, which right is hereby waived and released to the extent lawfully permitted. Without limiting the generality of any of the rights and remedies conferred upon the LENDER under this Section, the LENDER may, to the full extent permitted by applicable law: (a) enter upon the premises of any of the BORROWERS, exclude therefrom any of the BORROWERS or any PERSON connected therewith, and each part thereoftake immediate possession of the COLLATERAL, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) at the LENDER’S option, use, operate, manage, and expressly waives control the COLLATERAL in any lawful manner; (c) collect and receive all claims of any natureincome, kind revenue, earnings, issues, and profits therefrom; and (d) maintain, alter or description which it has or remove the COLLATERAL as the LENDER may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than determine in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementLENDER’S discretion.

Sale of Collateral. Secured Party may Upon the occurrence of any Event of Default, ------------------ Pledgee shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code and also may, without notice, except as specified below, at its option, sell all or any or all part of the Collateral Shares, for cash, note or other property upon credit for future delivery or upon such other terms as Pledgee may deem commercially reasonable. Upon such sale, Pledgee, unless prohibited by a provision of any applicable statute, may purchase all or any part of the Shares being sold, free from and discharged of all trusts, claims, rights of redemption and equities of Pledgor. If the proceeds of any sale of the Shares shall be insufficient to pay all amounts due under the Notes and satisfy the obligations of Pledgor under the Purchase Agreement and this Pledge Agreement, including collection costs and expenses of such sale, Pledgor shall remain obligated and liable for any deficiency with respect thereto. If, at any time when Pledgee shall determine to exercise its rights to sell all or any part of the Shares pursuant to this Section 7, such Shares, or the part thereof to be --------- sold, shall not be effectively registered under the Act as then in effect or any similar statute then in force, subject to the provisions of Section 9 hereof, --------- Pledgee, in its sole and absolute discretion, is hereby expressly authorized to sell such Shares, or any part thereof, by private sale in such manner and under such circumstances as Pledgee may deem necessary or advisable in order that such sale may be effectuated legally without such registration. Without limiting the generality of the foregoing, Pledgee, in its sole and absolute discretion, may approach and negotiate with a restricted number of potential purchasers to effectuate such sale or restrict such sale to a purchaser or purchasers who shall represent and agree that such purchaser or purchasers are purchasing for its or their own account, for investment only, and not with a view to the distribution or sale of such Shares or any part thereof. Any sale conducted in the manner described in the foregoing sentence shall be deemed to be a sale conducted in a commercially reasonable manner within the meaning of the applicable Uniform Commercial Code, and Pledgor hereby consents and agrees that Pledgee shall incur no responsibility or liability for selling all or any part of the Shares at a price which is not unreasonably low, notwithstanding the possibility that a substantially higher price might be realized if the sale were public. Pledgee shall not be obligated to make any sale of the Shares regardless of notice of sale having been given. Pledgee may adjourn any public or private sale, upon such terms sale from time to time by announcement at the time and conditions as Secured Party may deem properplace fixed therefor, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may sale may, without further notice, be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably time and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating place to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementwas so adjourned.

Sale of Collateral. Secured Party may sell (a) The power to effect any public or all private sale of any portion of the Trust Estate pursuant to Section 9.3 or Section 9.4 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until either the entirety of the Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. Subject to Section 9.6(b), the Indenture Trustee may from time to time postpone any sale by public announcement made at public or private the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale, but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled hereunder. If an Indenture Event of Default shall have occurred and such Indenture Event of Default has not been waived by the Required Noteholders or if a Repo Trigger Event has occurred, within 30 days after notice of such Indenture Event of Default or Repo Trigger Event was sent to the Noteholders, the Indenture Trustee, upon obtaining all information necessary to solicit bids for an auction, including but not limited to current data regarding the Purchased Assets, shall prepare to effect an auction of the Collateral; provided, that, such terms auctions shall only be conducted by the Indenture Trustee for a period of four months from the date on which the Indenture Event of Default or Repo Trigger Event occurs (the “Auction Period”). In connection with any sale of the Collateral by the Indenture Trustee pursuant to this Section 9.6, the Indenture Trustee shall solicit bids from at least two regular market participants. The Indenture Trustee shall not sell any Collateral pursuant to this Section 9.6 unless the proceeds of such liquidation would be greater than or equal to the sum of (i) the aggregate Note Balance of the Class A, Class B, Class C, Class D and conditions Class E Notes plus all accrued and unpaid interest thereon (including any Interest Shortfall Amounts) and any Basis Risk Shortfall Amounts for the Class A, Class B, Class C, Class D and Class E Notes, or such lesser amount as Secured Party may deem properbe agreed to in writing by the Holders of 100% of the Class A, Class B, Class C, Class D, and Secured Party Class E Notes and (ii) all accrued and unpaid fees, expenses and indemnities due to the transaction parties arising under the Program Agreements, (such price the “Minimum Sale Price”). To the extent that an auction conducted by the Indenture Trustee during the Auction Period results in a bid equal to or greater than the Minimum Sale Price, Indenture Trustee shall, within two (2) Business Days of receiving such bid, notify the Holders of the Class F Notes of the amount of the highest bid (such bid, the “Winning Bid”) and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid. Upon receipt of a bid from the Holders of the Class F Notes or notice that the Holders of the Class F Notes have declined such option , the Indenture Trustee shall, within two Business Days of receiving such bid or notice, notify the Holders of the Class G Notes and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid and the bid, if any, submitted by the Holders of the Class F Notes. Upon receipt of a bid from the Holders of the Class G Notes or notice that the Holders of the Class G Notes have declined such option, the Indenture Trustee shall, within two Business Days of receiving such bid or notice, notify the holders of the Trust Certificates of the amount of the Winning Bid and offer such holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid and the bid, if any, submitted by the Holders of the Class F and Class G Notes. Any such bid from the Holders of the Class F or Class G Notes or the holders of the Trust Certificates must be received within five business days or notice that such Noteholders or holders have declined such option (which notice shall be deemed given if a bid is not received by the Indenture Trustee within five business days of when the notice of the Winning Bid has been provided to such holder). To the extent that an auction conducted by the Indenture Trustee during the Auction Period results in a bid equal to or greater than the Minimum Sale Price, the Indenture Trustee shall, within two (2) Business Days of receiving such bid, notify the holders of the Trust Certificates of the amount of the Winning Bid and offer such holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid. The Indenture Trustee shall provide notices relating to the Winning Bid or any higher bid through the facilities of DTC and directly to each applicable Holder of the Notes or the holders of the Trust Certificates who has submitted an Investor Certification to the Indenture Trustee, in the manner provided in such Investor Certification. The holders of the Trust Certificates shall only have one opportunity to submit a bid higher than the highest bid then received by the Indenture Trustee and each such bid must be received within five (5) Business Days of when notice of the highest bid has been provided to the related holders. Any bid received after the lapse of such five (5) Business Day period shall be deemed rejected. Following an auction in which the Indenture Trustee determines that the Minimum Sale Price has not been bid or received, the Indenture Trustee shall repeat the auction procedures every thirty (30) days during the Auction Period. During the Auction Period, all payments of principal received in respect of the Purchased Mortgage Loans shall be deposited to the Reserve Account and shall reduce the Minimum Sale Price required to be met in an auction and paid as principal in respect of the Notes. If, following the Auction Period, it is determined that the Minimum Sale Price will not be received, the Indenture Trustee will be required to (i) on behalf of the Buyer, accept the Purchased Mortgage Loans and all other property conveyed by the Seller to the Buyer under the Master Repurchase Agreement, such acceptance to be (A) in full satisfaction of the obligations of the Seller to the Issuer under the Master Repurchase Agreement and (B) effected in a manner that complies with the requirements of paragraph 11(d)(i)(B) of the Master Repurchase Agreement and Section 9-620 of the UCC, and thereafter (ii) make a REMIC Election and use collections received in respect of the Purchased Mortgage Loans (and, with respect to the first Payment Date following the Auction Period, amounts on deposit in the Reserve Account) to make payments on the Notes in accordance with the priority of payments described herein. The Indenture Trustee, for the purposes of fulfilling the duties set forth in this Section 9.6(b), including determining whether the Minimum Sale Price has been satisfied, may retain an agent or expert; provided, however, the Indenture Trustee shall remain obligated to perform its duties set forth in this Section 9.6(b) regardless of whether the Indenture Trustee shall retain such an investment banking firm. The foregoing provisions of this Section 9.6(b) shall not preclude or limit the ability of the Indenture Trustee, any Noteholder or their Affiliates to purchase all or any or all portion of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a , public sale or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale shall not be deemed a sale or disposition thereof for purposes of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementSection 9.6(b).

Sale of Collateral. (a) Without limiting the generality of Section 5.01, if an Event of Default shall have occurred and be continuing, the Secured Party may (without notice, except as specified below) sell any or all of the Collateral or any part thereof in one or more parcels at public or private salesale or at any of its offices or elsewhere, for cash, and at such price or prices and upon such other terms and conditions as the Secured Party may deem propercommercially reasonable, and Secured Party may purchase irrespective of the impact of any or all such sales on the market price of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public Each purchaser at any such sale of all shall hold the Property sold absolutely, free and clear from any claim or any portion right on the part of the Collateral because of certain legal and/or practical restrictions Pledgor, and provisions which may be applicable the Pledgor hereby waives (to the Collateral andextent permitted by Applicable Law) all rights of redemption, therefore, stay and/or appraisal which it now has or may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligationsfuture have under any Applicable Law now existing or hereafter enacted. The Pledgor agrees that, to the payment extent notice of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor sale shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral be required by law shall be conclusively deemed reasonably and properly given if given by Secured Party Applicable Law, at least ten (10) calendar days before days’ written notice to the date Pledgor of such dispositionthe time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Grantor hereby confirms, approves and ratifies all acts and deeds of The Secured Party relating shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the foregoingtime and place fixed therefor, and each such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, the Secured Party shall incur no liability, financial or otherwise, as a result of the sale of the Collateral, or any part thereof, and expressly at any public or private sale. The Pledgor hereby waives any and all claims of any nature, kind or description which it has or may hereafter have against the Secured Party or its representatives, arising by reason of taking, selling or collecting any portion of the Collateral other than in fact that the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral price at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of which any Collateral by reason of delay in may have been sold at such a private sale was less than the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementprice which might have been obtained at a public sale.

Sale of Collateral. Secured Party may sell any or all In addition to exercising the foregoing rights, the Collateral Agent may, to the extent permitted by applicable Laws and subject to the Orders, arrange for and conduct the sale of the Collateral at a public or private sale, upon such terms and conditions sale (as Secured Party the Collateral Agent may deem proper, and Secured Party elect) which sale may purchase any be conducted by an employee or all representative of the Collateral at Agent, and any such salesale shall be conducted in a commercially reasonable manner. Grantor acknowledges that Secured Party The Collateral Agent may be unable release, temporarily or otherwise, to effect a public sale the applicable Borrower any item of all Collateral of which the Collateral Agent has taken possession pursuant to any right granted to the Collateral Agent by this Agreement without waiving any rights granted to the Collateral Agent under this Agreement, the other Financing Documents or any portion other agreement related hereto or thereto. Each Borrower, in dealing with or disposing of the Collateral because or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of certain legal and/or practical restrictions and provisions which may assets or to require, upon foreclosure, sales of assets in a particular order. Each successor of any Borrower under the Financing Documents agrees that it shall be applicable bound by the above waiver, to the Collateral andsame extent as if such successor gave the waiver itself. Each Borrower also hereby waives, thereforeto the full extent it may lawfully do so, may be compelled to resort to one the benefit of all laws providing for rights of appraisal, valuation, stay, extension or more private sales to a restricted group of offerees and purchasersredemption after foreclosure now or hereafter in force. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if If the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare Agent sells any of the Collateral upon credit, the Borrower in respect of such Collateral will be credited only with payments actually made by the purchaser and received by the Collateral Agent. In the event the purchaser fails to pay for sale. Secured Party the Collateral, the Collateral Agent may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of resell the Collateral and the Obligationsrelevant Borrower shall be credited with the proceeds of the sale in excess of the amounts required to pay the Obligations in full. In the event the Collateral Agent bids at any foreclosure or trustee's sale or at any private sale permitted by Law and this Agreement or any other Financing Document, to the payment Collateral Agent may bid all or less than the amount of the Obligations, returning the excess proceeds, if any, . The Collateral Agent shall not be obligated to Grantormake any sale of Collateral regardless of whether or not notice of sale has been given. Grantor shall remain liable for The Collateral Agent may adjourn any amount remaining unpaid after such application, with interest public or private sale from time to time by announcement at the Default Ratetime and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Any notification of intended disposition Each Borrower further acknowledges and agrees that any offer to sell any part of the Collateral required by law that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation or (ii) made privately in the manner described herein to not less than fifteen (15) bona fide offerees shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10to involve a "public disposition" for the purposes of Section 9-610(c) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementUCC.

Sale of Collateral. Secured Party During the continuance of any Event of Default under this Agreement, Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party Lender may deem proper, and Secured Party Lender may purchase any or all of the Collateral at any such sale. Grantor acknowledges Borrowers acknowledge that Secured Party Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents Borrowers consent to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party Lender may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' reasonable fees of attorneys and paralegals incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligationsobligations secured by the Collateral, to the payment of the ObligationsNote or any of the other obligations secured by the Collateral, returning the excess proceeds, if any, to GrantorBorrowers. Grantor Borrowers shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party Lender at least ten (10) 10 calendar days before the date of such disposition. Grantor Borrowers hereby confirmsconfirm, approves approve and ratifies ratify all acts and deeds of Secured Party Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has have or may hereafter have against Secured Party Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor consents Borrowers consent to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party Lender shall deem appropriate. Grantor Borrowers expressly absolves Secured Party absolve Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell (a) The power to effect any public or all private sale of any portion of the Trust Estate pursuant to Section 9.3 or Section 9.4 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until either the entirety of the Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. Subject to Section 9.6(b), the Indenture Trustee may from time to time postpone any sale by public announcement made at public or private the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale, but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled hereunder. If an Indenture Event of Default shall have occurred and such Indenture Event of Default has not been waived by the Required Noteholders or if a Repo Trigger Event has occurred, within 30 days after notice of such Indenture Event of Default or Repo Trigger Event was sent to the Noteholders, the Indenture Trustee, upon obtaining all information necessary to solicit bids for an auction, including but not limited to current data regarding the Purchased Assets, shall prepare to effect an auction of the Collateral; provided, that, such terms auctions shall only be conducted by the Indenture Trustee for a period of four months from the date on which the Indenture Event of Default or Repo Trigger Event occurs (the “Auction Period”). In connection with any sale of the Collateral by the Indenture Trustee pursuant to this Section 9.6, the Indenture Trustee shall solicit bids from at least two regular market participants. The Indenture Trustee shall not sell any Collateral pursuant to this Section 9.6 unless the proceeds of such liquidation would be greater than or equal to the sum of (i) the aggregate Note Balance of the Class A, Class B, Class C, Class D and conditions Class E Notes plus all accrued and unpaid interest thereon (including any Interest Shortfall Amounts) and any Basis Risk Shortfall Amounts for the Class A, Class B, Class C, Class D and Class E Notes or such lesser amount as Secured Party may deem properbe agreed to in writing by the Holders of 100% of the Class A, Class B, Class C, Class D, and Secured Party Class E Notes that will not be paid off in full by such auction and (ii) all accrued and unpaid fees, expenses and indemnities due to the transaction parties arising under the Program Agreements, (such price the “Minimum Sale Price”). To the extent that an auction conducted by the Indenture Trustee during the Auction Period results in a bid equal to or greater than the Minimum Sale Price, Indenture Trustee shall, within two (2) Business Days of receiving such bid, notify the Holders of the Class F Notes of the amount of the highest bid (such bid, the “Winning Bid”) and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid. Upon receipt of a bid from the Holders of the Class F Notes or notice that the Holders of the Class F Notes have declined such option , the Indenture Trustee shall, within two Business Days of receiving such bid or notice, notify the Holders of the Class G Notes and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid and the bid, if any, submitted by the Holders of the Class F Notes. Upon receipt of a bid from the Holders of the Class G Notes or notice that the Holders of the Class G Notes have declined such option, the Indenture Trustee shall, within two Business Days of receiving such bid or notice, notify the Holders of the Trust Certificates of the amount of the Winning Bid and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid and the bid, if any, submitted by the Holders of the Class F and Class G Notes. Any such bid from the Holders of the Class F or Class G Notes or the Trust Certificates must be received within five business days or notice that such Holders have declined such option (which notice shall be deemed given if a bid is not received by the Indenture Trustee within five business days of when the notice of the Winning Bid has been provided to such holder). To the extent that an auction conducted by the Indenture Trustee during the Auction Period results in a bid equal to or greater than the Minimum Sale Price, the Indenture Trustee shall, within two (2) Business Days of receiving such bid, notify the Holders of the Trust Certificates of the amount of the Winning Bid and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid. The Indenture Trustee shall provide notices relating to the Winning Bid or any higher bid through the facilities of DTC and directly to each applicable Holder of the Notes or the holders of the Trust Certificates who has submitted an Investor Certification to the Indenture Trustee, in the manner provided in such Investor Certification. The holders of the Trust Certificates shall only have one opportunity to submit a bid higher than the highest bid then received by the Indenture Trustee and each such bid must be received within five (5) Business Days of when notice of the highest bid has been provided to the related holders. Any bid received after the lapse of such five (5) Business Day period shall be deemed rejected. Following an auction in which the Indenture Trustee determines that the Minimum Sale Price has not been bid or received, the Indenture Trustee shall repeat the auction procedures every thirty (30) days during the Auction Period. During the Auction Period, all payments of principal received in respect of the Purchased Mortgage Loans shall be deposited to the Reserve Account and shall reduce the Minimum Sale Price required to be met in an auction and paid as principal in respect of the Notes. If, following the Auction Period, it is determined that the Minimum Sale Price will not be received, the Indenture Trustee will be required to (i) on behalf of the Buyer, accept the Purchased Mortgage Loans and all other property conveyed by the Seller to the Buyer under the Master Repurchase Agreement, such acceptance to be (A) in full satisfaction of the obligations of the Seller to the Issuer under the Master Repurchase Agreement and (B) effected in a manner that complies with the requirements of paragraph 11(d)(i)(B) of the Master Repurchase Agreement and Section 9-620 of the UCC, and thereafter (ii) make a REMIC Election and use collections received in respect of the Purchased Mortgage Loans (and, with respect to the first Payment Date following the Auction Period, amounts on deposit in the Reserve Account) to make payments on the Notes in accordance with the priority of payments described herein. The Indenture Trustee, for the purposes of fulfilling the duties set forth in this Section 9.6(b), including determining whether the Minimum Sale Price has been satisfied, may retain an agent or expert; provided, however, the Indenture Trustee shall remain obligated to perform its duties set forth in this Section 9.6(b) regardless of whether the Indenture Trustee shall retain such an investment banking firm. The foregoing provisions of this Section 9.6(b) shall not preclude or limit the ability of the Indenture Trustee, any Noteholder or their Affiliates to purchase all or any or all portion of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a , public sale or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale shall not be deemed a sale or disposition thereof for purposes of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementSection 9.6(b).

Sale of Collateral. Secured Party may sell any or Lender shall have all of the rights and remedies of a secured party under the Texas Uniform Commercial Code and other applicable laws. Upon demand by Lender, Assignor shall assemble the Collateral and make it available to Lender at public a place designated by Lender which is mutually convenient to both parties. Lender or private sale, its agents may enter upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all Assignor premises to take possession of the Collateral at any such saleCollateral, to remove it, to render it unusable, or to sell or otherwise dispose of it, all without judicial process or proceedings. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Lender shall have no obligation to clean-clean up or otherwise to prepare the Collateral for sale. Secured Party Any written notice of the sale, disposition, or other intended action by Lender with respect to the Collateral which is required by applicable laws and is sent by certified mail, postage prepaid, to Assignor at the address of Assignor, or such other address of Assignor which may apply from time to time be shown on Lender’s records, at least 10 calendar days prior to such sale, disposition, or other action, shall constitute reasonable notice to Assignor. Lender, without adversely affecting the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at commercial reasonableness of any time in the collection, protection and sale of the Collateral, (a) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and (b) may refuse to give or may disclaim any warranties of title or the like. Any proceeds of sale or other disposition of the Collateral shall be applied by Lender to the payment of Liquidation Costs and the ObligationsExpense Payments, and any balance of such proceeds will be applied by Lender to the payment of the Obligationsremaining Liabilities, returning whether or not then due, in such order and manner of application as Lender may from time to time in its sole discretion determine. If the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended sale or other disposition of the Collateral required by law fails to satisfy fully the Liabilities, Assignor shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such dispositionremain liable to Lender for any deficiency. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives If Lender sells any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in on credit, Assignor shall be credited only with payments actually made by the event of any intentional misconduct or gross negligence. Grantor consents purchaser, received by Lender and applied to releases the indebtedness of the Collateral at any time (including prior Company. If the Company defaults in making payments to default) and to sales of Lender, then Lender may resell the Collateral and apply the proceeds of such resale to the Liabilities in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under accordance with this Security Agreementparagraph.

Sale of Collateral. Secured Party Upon the occurrence of any Event of Default, ------------------ Pledgee shall have, in addition to all other rights and remedies provided for herein or other available to it, all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the relevant jurisdiction and may also in its sole discretion, without notice except as specified in Section 8 below, sell all or any or all part of the Collateral Shares at public or private sale for cash, note or other property or upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Pledgee may deem commercially reasonable. Upon such sale, upon such terms and conditions as Secured Party may deem properPledgee, and Secured Party unless prohibited by a provision of any applicable statute, may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion part of the Collateral because Shares being sold, free from and discharged of certain legal and/or practical restrictions all trusts, claims, rights of redemption and provisions which may equities of Pledgor. If the proceeds of any sale of the Shares shall be applicable insufficient to pay all amounts due under the Collateral andNotes and satisfy the obligations of Pledgor under the Purchase Agreement and this Pledge Agreement, thereforeincluding collection costs and expenses of such sale, may be compelled to resort to one or more private sales to a restricted group of offerees Pledgor shall remain obligated and purchasersliable for any deficiency with respect thereto. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceedsIf, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time when Pledgee shall determine to exercise its rights to sell all or any part of the Shares pursuant to this Section 7, such Shares, or the part thereof to be sold, shall not be effectively registered under the Act as then in effect or any similar statute then in force, subject to the provisions of Section 9 hereof, Pledgee, --------- in its sole and absolute discretion, is hereby expressly authorized to sell such Shares, or any part thereof, by private sale in such manner and under such circumstances as Pledgee may deem necessary or advisable in order that such sale may be effectuated legally without such registration. Without limiting the generality of the foregoing, Pledgee, in its sole and absolute discretion, may approach and negotiate with a restricted number of potential purchasers to effectuate such sale or restrict such sale to a purchaser or purchasers who shall represent and agree that such purchaser or purchasers are purchasing for its or their own account, for investment only, and not with a view to the distribution or sale of such Shares or any part thereof. Any sale conducted in the collectionmanner described in the foregoing sentence shall be deemed to be a sale conducted in a commercially reasonable manner within the meaning of the applicable Uniform Commercial Code, protection and Pledgor hereby consents and agrees that Pledgee shall incur no responsibility or liability for selling all or any part of the Shares at a price which is not unreasonably low, notwithstanding the possibility that a substantially higher price might be realized if the sale were public. Pledgee shall not be obligated to make any sale of the Collateral and the Obligations, Shares regardless of notice of sale having been given. Pledgee may adjourn any public or private sale from time to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest time by announcement at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably time and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoingplace fixed therefor, and each part thereofany such sale may, without further notice, be made at the time and expressly waives any and all claims of any nature, kind or description place to which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementwas so adjourned.

Sale of Collateral. The Collateral Agent shall give the Grantor ten days’ written notice (which the Grantor agrees is reasonable notice within the meaning of Part 6 of Division 9 of the UCC) of the Collateral Agent’s intention to make any sale of any of the Collateral owned or held by or on behalf of the Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of the Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to the Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Collateral Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to subject thereto, notwithstanding the fact that after the Collateral andAgent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, therefore, the Collateral Agent may be compelled proceed by a suit or suits at law or in equity to resort foreclose upon any of the Collateral and to one or more private sales sell any of the Collateral pursuant to a restricted group judgment or decree of offerees a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Without limiting the generality of the foregoing, the Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Obligations, it shall be liable for the resulting deficiency and purchasers. Grantor consents the fees, charges and disbursements of any counsel employed by the Collateral Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale so made pursuant to this Article was less than the price that might have been obtained at a public sale, even though at places and upon terms less favorable than if the Collateral were sold Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at public sale. Secured Party law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements in this Section may be specifically enforced, (D) the Collateral Agent may sell any such Collateral without giving any warranties as to such Collateral, and the Collateral Agent may specifically disclaim any warranties of title or the like, and (E) the Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at marshal any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. Secured Party The Lenders may sell any or all of the Collateral at public or private salePermitted Private Sale in accordance with the UCC, upon such terms and conditions as Secured Party the Lenders may deem proper, proper and Secured Party the Lenders may purchase any or all of the Collateral at any such sale. Grantor The Borrower acknowledges that Secured Party the Lenders may be unable to effect affect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales Permitted Private Sales to a restricted group of offerees and purchasers. Grantor The Borrower consents to any such private sale Permitted Private Sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Lenders shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Lenders may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrower. Grantor The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Lenders at least ten (10) calendar days Business Days before the date of such disposition. Grantor The Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Lenders relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Lenders, or its representativestheir respective Related Parties, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Lenders shall deem appropriateappropriate and commercially reasonable. Grantor The Borrower expressly absolves Secured Party the Lenders and their respective Related Parties from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party Upon the occurrence and during the continuance of an Event of Default, but subject to the rights of the Senior Lender under the Senior Loan Documents and the terms and conditions of the Senior Loan Subordination Agreement, the Purchaser may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Purchaser may deem proper, and Secured Party the Purchaser may purchase any or all of the Collateral at any such sale. Grantor acknowledges The Obligors acknowledge that Secured Party the Purchaser may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchaserspurchasers in a commercially reasonable manner in accordance with the Uniform Commercial Code. Grantor consents The Obligors consent to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public salesale provided that such private sale is conducted in a commercially reasonable manner. Secured Party The Purchaser shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Purchaser may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Note or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Obligors. Grantor The Obligors shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Purchaser at least ten (10) calendar days before the date of such disposition. Grantor Each Obligor hereby confirms, approves and ratifies all acts and deeds of Secured Party the Purchaser relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Purchaser or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor consents The Obligors consent to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Purchaser shall deem appropriate. Grantor The Obligors expressly absolves Secured Party absolve the Purchaser from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security AgreementAgreement except in the case of gross negligence or willful misconduct by the Purchaser.

Sale of Collateral. Secured Party may sell any or all In addition to exercising the foregoing rights, Administrative Agent may, to the extent permitted by applicable Legal Requirements, arrange for and conduct a sale of the Collateral at a public or private sale, upon such terms and conditions sale (as Secured Party Administrative Agent may deem properelect) which sale may be conducted by an employee or representative of Administrative Agent, and Secured Party any such sale shall be considered or deemed to be a sale made in a commercially reasonable manner. Administrative Agent agrees to provide at least fifteen (15) Banking Days' prior written notice to Pledgor specifying the time and place of any public sale or the time after which any private sale is to be made and Pledgor agrees that such fifteen (15) Banking Days' notice shall constitute reasonable notification (unless a longer notice period shall be required by applicable Legal Requirements). Administrative Agent may purchase release, temporarily or otherwise, to Pledgor any item of Collateral of which Administrative Agent has taken possession pursuant to any right granted to Administrative Agent by this Agreement without waiving any rights granted to Administrative Agent under this Agreement, the Credit Agreement or all the other Credit Documents. Pledgor, in dealing with or disposing of the Collateral at or any such salepart thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to require, upon foreclosure, sales of assets in a particular order. Grantor acknowledges that Secured Party may be unable Pledgor also waives its right to effect challenge the reasonableness of any disclaimer of warranties, title and the like made by Administrative Agent in connection with a public sale of the Collateral. Each successor of Pledgor under the Credit Documents agrees that it shall be bound by the above waiver, to the same extent as if such holder gave the waiver itself. Pledgor also hereby waives, to the full extent it may lawfully do so, the benefit of all laws providing for rights of appraisal, valuation, stay or extension or of redemption after foreclosure now or hereafter in force. If Administrative Agent sells any portion of the Collateral because of certain legal and/or practical restrictions upon credit, Pledgor will be credited only with payments actually made by the purchaser and provisions which received by Administrative Agent. In the event the purchaser fails to pay for the Collateral, Administrative Agent may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of resell the Collateral and Pledgor shall be credited with the Obligationsproceeds of the sale. In the event Administrative Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by Legal Requirements or this Agreement or any other Credit Document, to Administrative Agent may bid all or less than the payment amount of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Subject to the Right of Rescission pursuant to ------------------ the Settlement Agreement, Secured Party may sell any or all dispose of the Collateral at public or private sale, upon in one or more sales, as a unit or in parcels, at wholesale or retail, and at such time and place and on such terms and conditions as Secured Party may deem proper, and determine. Secured Party may purchase be the purchaser of any or all of the Collateral at any such public or private sale. Grantor acknowledges that If, at any time when Secured Party may be unable shall determine to effect a public sale of exercise his right to sell all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale part of the Collateral and such Collateral, or the Obligationspart thereof to be sold, he has been advised by legal counsel or himself determines that the Collateral is subject to the payment Securities Act of the Obligations1933 as amended or any state securities laws, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of in his sole and absolute discretion, is hereby expressly authorized to sell such disposition. Grantor hereby confirmsCollateral, approves or any part thereof, subject to obtaining all required regulatory approvals, by private sale in such manner and ratifies all acts and deeds of under such circumstances as Secured Party relating may deem necessary or advisable in order that such sale may be effected legally without registration or qualification under applicable securities laws (including without limitation without any obligation to advertise). Without limiting the generality of the foregoing, Secured Party, in his sole and each absolute discretion, may approach and negotiate with a restricted number of potential purchasers to effect such sale or restrict such sale to a purchaser or purchaser who will represent and agree that such purchaser or purchasers are purchasing for his or their own account, for investment only, and not with a view to the distribution or sale of such Collateral or any part thereof, . Any such sale shall be deemed to be a sale made in a commercially reasonable manner within the meaning of the Uniform Commercial Code of the State of California and expressly waives any Debtor hereby consents and all claims of any nature, kind or description which it has or may hereafter have against agrees that Secured Party shall incur no responsibility or its representatives, by reason of taking, liability for selling all or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases part of the Collateral at a price which is not unreasonably low, notwithstanding the possibility that a higher price might be realized if the sale were public. Any public sale of any time (including prior to default) and to sales or all of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party may be postponed from any loss or decline in market value of any Collateral time to time by reason of delay in public announcement at the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementtime and place last scheduled for the sale.

Sale of Collateral. Secured Party may sell Each purchaser at any sale pursuant to this Agreement shall hold the property sold absolutely, free from any claim or all right on the part of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem properany Debtor, and Secured Party each Debtor hereby waives, to the fullest extent permitted by applicable Laws, all rights of redemption, stay and appraisal which such Debtor now has or may purchase any or all of the Collateral at any such saletime in the future have under any rule of law or statute now existing or hereafter enacted. Grantor acknowledges that Neither Secured Party may be unable to effect a public sale of all Party’s compliance with the UCC or any portion other applicable requirement of Law, in the Collateral because conduct of certain legal and/or practical restrictions and provisions which may be applicable any sale made pursuant to this Agreement, nor its disclaimer of any warranties relating to the Collateral andCollateral, therefore, may shall be compelled considered to resort to one or more private sales to a restricted group adversely affect the commercial reasonableness of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation give Debtors 10 days’ written notice (which each Debtor agrees is reasonable notice within the meaning of Section 9-612 of the UCC) of Secured Party’s intention to clean-up or otherwise prepare the Collateral for salemake any sale of Collateral. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at shall not be obligated to make any time in the collection, protection and sale of the any Collateral and the Obligationsif it shall determine not to do so, to the payment regardless of the Obligationsfact that notice of sale of such Collateral shall have been given. Secured Party may, returning without notice or publication, adjourn any public or private sale or cause the excess proceeds, if any, same to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest be adjourned from time to time by announcement at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably time and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoingplace fixed for sale, and each part thereofsuch sale may, without further notice, be made at the time and expressly waives any and all claims of any natureplace to which the same was so adjourned. To the fullest extent permitted by applicable Laws, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling any other Secured Party may bid for or collecting any portion of purchase the Collateral other than in the event of or any intentional misconduct or gross negligence. Grantor consents part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves or such Secured Party from any loss Debtor as a credit against the purchase price and Secured Party or decline such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Debtor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; Secured Party shall be free to carry out such sale pursuant to such agreement and no Debtor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after Secured Party shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in market value full. To the fullest extent permitted by applicable Laws, any sale pursuant to the provisions of any Collateral by reason of delay this subsection (b) shall be deemed to conform to the commercially reasonable standards as provided in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementUCC.

Sale of Collateral. In the event Secured Party shall elect to sell the Collateral, Secured Party may sell the Collateral without giving any warranties as and shall be permitted to specifically disclaim any warranties of title or all the like. Further, if Secured Party sells any of the Collateral on credit, Debtor will be credited only with payments actually made by the purchaser, received by Secured Party and applied to the Indebtedness. In the event the purchaser fails to pay for the Collateral, Secured Party may resell the Collateral and Debtor shall be credited with the proceeds of the sale. Debtor agrees that in the event Debtor is entitled to receive any notice under the Code, as it exists in the state governing any such notice, of the sale or other disposition of any Collateral, reasonable notice shall be deemed given when such notice is deposited in a depository receptacle under the care and custody of the United States Postal Service, postage prepaid, at Debtor’s address set forth on the first page hereof, ten (10) days prior to the date of any public sale, or after which a private sale, upon of any of such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may is to be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public saleheld. Secured Party shall have no obligation not be obligated to clean-up or otherwise prepare the make any sale of Collateral for saleregardless of notice of sale having been given. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred adjourn any public or paid at any private sale from time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest time by announcement at the Default Ratetime and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Any notification of intended disposition of Debtor further acknowledges and agrees that the Collateral required by law shall be conclusively deemed reasonably and properly given if given redemption by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason certificate of taking, selling or collecting any portion deposit pledged as Collateral shall be deemed to be a commercially reasonable disposition under Section 9.610 of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCode.

Sale of Collateral. Secured Party The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Bank may deem proper, and Secured Party the Bank may purchase any or all of the Collateral at any such sale. Grantor The Debtor acknowledges that Secured Party the Bank may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were was sold at public sale. Secured Party Subject to the Third Amended and Restated Intercreditor Agreement, the Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Bank may apply the net proceeds, after deducting all costs, expenses, reasonable attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantorthe Debtor. Grantor The Debtor and/or the Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Bank at least ten (10) calendar days before the date of such disposition. Grantor The Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party the Bank relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Bank or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional absent Bank’s bad faith, gross negligence, willful misconduct or gross negligencematerial breach of contract. Grantor consents The Debtor consents, effective after the acceleration of the Obligations during the existence of an Event of Default, to releases release of the Collateral at any time (including prior to default) and to commercially reasonable sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Bank shall deem appropriate. Grantor The Debtor expressly absolves Secured Party the Bank from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor Debtor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorDebtor. Grantor Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor Debtor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all In addition to exercising the foregoing rights, upon the occurrence and during the continuation of an Event of Default, Lender may, to the extent permitted by applicable Legal Requirements, arrange for and conduct a sale of the Collateral at a public or private salesale (as Lender may elect) which sale may be conducted by an employee or representative of Lender, upon without any demand of performance or notice of intention to sell or dispose of, or of time or place of sale or disposition (except such terms and conditions notice as Secured Party may deem properrequired by any applicable Legal Requirement), and Secured Party any such sale shall be considered or deemed to be a sale made in a commercially reasonable manner. Lender may purchase release, temporarily or otherwise, to Pledgor any item of Collateral of which Lender has taken possession pursuant to any right granted to Lender by this Agreement without waiving any rights granted to Lender under this Agreement, the Financing Agreement or all the other Financing Documents. Pledgor, in dealing with or disposing of the Collateral or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to require, upon foreclosure, sales of assets in a particular order. Pledgor also waives its right to challenge the reasonableness of any disclaimer of warranties, title and the like made by Lender in connection with a sale of the Collateral. Each successor and assign of Pledgor, including a holder of a Lien subordinate to the Lien created hereby (without implying that Pledgor has, except as expressly provided herein, a right to grant an interest in, or a subordinate Lien on, any of the Collateral), except as otherwise agreed between such successor or assign of Pledgor and Lender, by acceptance of its interest or Lien agrees that it shall be bound by the above waiver, to the same extent as if such holder gave the waiver itself. If Lender sells any of the Collateral upon credit, Pledgor will be credited only with payments actually made by the purchaser, received by Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Lender may resell the Collateral and Pledgor shall be credited with the proceeds of the sale. In the event Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by Legal Requirements or this Agreement or any other Financing Document, Lender may bid all or less than the amount of the Obligations. To the extent permitted by applicable Legal Requirements, the amount of the successful bid at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all , whether Lender or any portion of other party is the Collateral because of certain legal and/or practical restrictions and provisions which may successful bidder, shall, absent fraud or gross negligence, be applicable conclusively deemed to be the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale fair market value of the Collateral and the Obligations, to difference between such bid amount and the payment remaining balance of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law Obligations shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before to be the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion amount of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementObligations.

Sale of Collateral. Secured Party may sell In the event that Subordinated Agent or any Obligor desires to make a Disposition (including in connection with any Insolvency Proceeding or all any Enforcement Action by the Subordinated Agent) of any interest in any of the Collateral at or in any other assets of such Obligor (including any Disposition of the equity interests of the Borrower or any other Obligor) (each a “Collateral Disposition”) and the Subordinated Agent consents to such Collateral Disposition, Senior Lender shall be deemed to have consented to such Collateral Disposition and such Collateral Disposition shall be free and clear of any Liens or interests of Senior Lender in such Collateral, the Borrower or such Obligor (including, in the case of a sale or other Disposition of the equity interests of Borrower or any Obligor, the release of Borrower or such Obligor, as applicable, whose equity interests are being sold or disposed of in such Disposition) or such other assets (and Senior Lender shall release the Borrower and each Obligor from, and terminate and discharge, any and all obligations, any guaranty, indebtedness, liabilities or other obligation owing to Senior Lender or any Senior Lender with respect to the Senior Debt if such Collateral Disposition involves the equity interests of the Borrower or any other Obligor), and any purchaser of any Collateral or such other asset may rely on this Agreement as evidence of Senior Lender’s consent to such Collateral Disposition and that such Collateral Disposition is free and clear of any Liens or interests of Senior Lender in such Collateral, such other asset or such Borrower or Obligor (in the case of a Disposition of the equity interests of Borrower or such Obligor), in each case regardless of whether the proceeds of such Collateral Disposition are sufficient to result in the Payment in Full of the Senior Debt. Senior Lender shall promptly execute and deliver to the Subordinated Agent such release documents as the Subordinated Agent may reasonably request to effectively release or confirm the release of Senior Xxxxxx’s Liens and take such further actions as the Subordinated Agent may reasonably require in order to release or terminate Senior Lender’s Liens on such Collateral (or release the Borrower or applicable Obligor in connection with a sale of the equity interests of the Borrower or any other Obligor). Senior Lender hereby irrevocably appoints the Subordinated Agent as its attorney-in-fact, with full power of substitution and with full authority in the place and stead of Senior Lender and in the name of Senior Lender or otherwise, to execute and deliver any document or instrument which Senior Lender may be required to deliver pursuant to this Section 8. This appointment is coupled with an interest and is irrevocable until all Subordinated Debt is Paid in Full or such time as this Agreement is terminated in accordance with its terms. In connection with any public or private salesale under the UCC, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law 10 days’ notice shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementbe commercially reasonable notice.

Sale of Collateral. Secured Party In addition to any other remedy provided herein, upon the occurrence of any Event of Default and subject to any applicable grace or cure period, the Bank may immediately, without advertisement, sell any or all of the Collateral in a commercially reasonable manner at public or private sale, sale or otherwise realize upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase the whole or any or all part of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all Collateral, or any portion interest which the Borrowers may have therein. After deducting from the proceeds of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one sale or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended other disposition of the Collateral all reasonable expenses, including all actual and reasonable expenses for legal services, the Bank shall apply such proceeds toward the satisfaction of the Obligations in any order or manner as the Bank may determine. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by law applicable Law. Written notice of any sale or other disposition shall be conclusively deemed reasonably given to PAC and properly given if given by Secured Party any other Borrower whose property is being sold at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims time of any nature, kind intended public sale or description of the time after which it has any intended private sale or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion other disposition of the Collateral is to be made, which the Borrowers hereby agree shall be reasonable notice of such sale or other than in disposition. The Borrowers agree to assemble, or to cause to be assembled, at the event of any intentional misconduct or gross negligence. Grantor consents to releases of Borrowers' own expense, the Collateral at such place or places as the Bank shall designate. At any time such sale or other disposition, the Bank may, to the extent permissible under applicable Law, purchase the whole or any part of the Collateral, free from any right of redemption on the part of the Borrower, which right is hereby waived and released. The Borrowers waive the right, if any, to have the Collateral marshaled upon a sale. Without limiting the generality of any of the rights and remedies conferred upon the Bank under this Section, the Bank may, to the full extent permitted by applicable Law: (including prior a) peacefully enter upon the premises of the Borrowers, exclude therefrom the Borrowers or any entity connected therewith, and take immediate possession of the Collateral, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary permitted force to defaultdo so; (b) at the Bank's option, use, operate, manage, and to sales of control the Collateral in groupsany lawful manner (but without any obligation to continue the business operations of the Borrower); (c) collect and receive all rents, parcels income, revenue, earnings, issues, and profits therefrom; and (d) maintain, preserve, alter or portionsremove the Collateral as the Bank may determine in its sole discretion. The Borrower shall indemnify and save harmless the Bank and its agents, employees, officers and directors, for any action or as an entiretyinaction taken in connection therewith, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss except for acts or decline in market value omissions of any Collateral by reason of delay in the enforcement gross negligence or assertion or non-enforcement of any rights or remedies under this Security Agreementintentional misconduct.

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor Debtor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorDebtor. Grantor Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor Debtor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. The Collateral Agent shall give each Grantor ten (10) days’ written notice (which such Grantor agrees is reasonable notice within the meaning of Part 6 of Article 9 of the UCC) of the Collateral Agent’s intention to make any sale of any of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to such Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Collateral Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to subject thereto, notwithstanding the fact that after the Collateral andAgent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, therefore, the Collateral Agent may be compelled proceed by a suit or suits at law or in equity to resort foreclose upon any of the Collateral and to one or more private sales sell any of the Collateral pursuant to a restricted group judgment or decree of offerees a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Obligations, it shall be liable for the resulting deficiency and purchasers. Grantor consents the fees, charges and disbursements of any counsel employed by the Collateral Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale so made pursuant to this Article was less than the price that might have been obtained at a public sale, even though at places and upon terms less favorable than if the Collateral were sold Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at public sale. Secured Party law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensible in damages, and therefore agrees that its agreements in this Section may be specifically enforced, (D) the Collateral Agent may sell any such Collateral without giving any warranties as to such Collateral, and the Collateral Agent may specifically disclaim any warranties of title or the like, and (E) the Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at xxxxxxxx any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. Secured Party The Collateral Agent may sell sell, or cause to be sold, the Collateral or any part thereof or all interest therein, at public auction to the highest bidder for cash or at private sale or auction with or without demand, advertisement or notice of the Collateral at public date, time or private saleplace of sale or any adjournment thereof, upon such terms and conditions as Secured Party Financial Security may deem properapprove, and Secured Party upon such sale the Collateral Agent shall make and deliver to the purchaser or purchasers an appropriate instrument or instruments of transfer. The Collateral Agent is hereby irrevocably appointed the true and lawful attorney of the Indenture Trustee, in its name and stead, to make all necessary transfers of property thus sold; and for that purpose it may purchase execute all necessary instruments of transfer, and may substitute one or more Persons with like power, the Indenture Trustee hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, if so requested by the Collateral Agent or any or all purchaser of the Collateral at or any part thereof, the Indenture Trustee shall ratify and confirm any such sale. Grantor acknowledges that Secured Party sale or transfer by executing and delivering to the Collateral Agent or such purchaser all proper instruments of transfer and releases as may be unable designated in any such request. The Collateral Agent may proceed at law or in equity to effect a public sale foreclose the lien of this Agreement against all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale part of the Collateral and to have the Obligationssame sold under the judgment or decree of a court having jurisdiction or as otherwise may be required or permitted by law. Upon any such sale, whether made under the power of sale hereby given or by virtue of judicial proceedings, any Noteholder, Certificateholder or Financial Security may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of such sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability; and any purchaser at any such sale may, in paying the purchase money, turn in any of the Notes or Certificates, as applicable, in lieu of cash up to the payment amount which shall, upon distribution of the Obligationsnet proceeds of such sale, returning be payable thereon. Said Notes or Certificates, in case the excess proceedsamounts so payable thereon shall be less than the amount due thereon, if anyshall be returned to the Holders thereof after being properly stamped to show partial payment. Upon any sale, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such applicationwhether made under the power of sale hereby given or by virtue of judicial proceedings, with interest at the Default Rate. Any notification of intended disposition a receipt of the Collateral required by law Agent, or of the officer making such sale under judicial proceedings, shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating a sufficient discharge to the foregoingpurchaser or purchasers at such sale for its or their purchase money, and such purchaser or purchasers shall not be obliged to see to the application thereof. Any such sale, whether under the power of sale hereby given or by virtue of judicial proceedings, shall bind the Collateral Agent, WFAL, WFSRC, the Indenture Trustee, the Noteholders and the Certificateholders, shall operate to divest all right, title and interest whatsoever, either at law or in equity, of each part thereofof them in and to the property sold, and expressly waives shall be a perpetual bar, both at law and in equity, against each of them and their successors and assigns, and against any and all claims of any nature, kind Persons claiming through or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementthem.

Sale of Collateral. Secured Party may sell any The Collateral Agent shall give Holdings 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or all its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, upon and such terms sale may, without further notice, be made at the time and conditions as Secured Party may deem proper, and Secured Party may purchase place to which the same was so adjourned. In case any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion part of the Collateral because of certain legal and/or practical restrictions and provisions which is made on credit or for future delivery, the Collateral so sold may be applicable retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the Collateral andextent permitted by law, thereforeprivate) sale made pursuant to this Section 6.01, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply bid for or purchase for cash, free (to the net proceedsextent permitted by law) from any right of redemption, after deducting stay, valuation or appraisal on the part of any Grantor (all costssaid rights being also hereby waived and released to the extent permitted by law), expensesthe Collateral or any part thereof offered for sale and such Secured Party may, attorneys' upon compliance with the terms of sale, hold, retain and paralegals' fees incurred dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or paid at any time in portion thereof shall be treated as a sale thereof; the collection, protection Collateral Agent shall be free to carry out such sale pursuant to such agreement and sale no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the ObligationsSecured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, subject to the payment terms of the ObligationsIntercreditor Agreement, returning the excess proceeds, if any, Collateral Agent may proceed by a suit or suits at law or in equity to Grantor. Grantor shall remain liable for foreclose this Agreement and to sell the Collateral or any amount remaining unpaid after such application, with interest at the Default Rateportion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any notification sale pursuant to the provisions of intended disposition this Section 6.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party UCC or its representatives, by reason of taking, selling or collecting any portion of the Collateral equivalent in other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementjurisdictions.

Sale of Collateral. Secured Party The Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Lender may deem proper, and Secured Party the Lender may purchase any or all of the Collateral at any such sale. Grantor The Borrower acknowledges that Secured Party the Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Lender may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Promissory Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrower. Grantor The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Lender at least ten (10) calendar days before the date of such disposition. Grantor The Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Lender shall deem appropriate. Grantor The Borrower expressly absolves Secured Party the Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party The Administrative Agent, on behalf of the Lenders, may sell any or all of the Collateral at public or private salePermitted Private Sale in accordance with the UCC, upon such terms and conditions as Secured Party the Administrative Agent may deem proper, proper and Secured Party the Administrative Agent and any other Lender may purchase any or all of the Collateral at any such sale. Grantor The Borrower acknowledges that Secured Party the Administrative Agent may be unable to effect affect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales Permitted Private Sales to a restricted group of offerees and purchasers. Grantor The Borrower consents to any such private sale Permitted Private Sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Administrative Agent may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrower. Grantor The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Administrative Agent at least ten (10) calendar days Business Days before the date of such disposition. Grantor The Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Administrative Agent relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Lenders, the Administrative Agent or its representativestheir respective Related Parties, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Administrative Agent shall deem appropriateappropriate and commercially reasonable. Grantor The Borrower expressly absolves Secured Party the Lenders and Administrative Agent and their respective Related Parties from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party Except with respect to Collateral that is subject to Mortgages, which shall govern disposition of such Collateral, the Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Bank may deem proper, and Secured Party the Bank may purchase any or all of the Collateral at any such sale. Grantor acknowledges Borrowers acknowledge that Secured Party the Bank may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents Borrowers consent to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Bank may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Note and/or any of the other Obligations, returning the excess proceeds, if any, to GrantorBorrowers. Grantor Borrowers shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Bank at least ten (10) calendar days before the date of such disposition. Grantor Each Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Bank relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Bank or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor consents Borrowers consent to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Bank shall deem appropriate. Grantor Borrowers expressly absolves Secured Party absolve the Bank from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party In addition to any other remedy provided herein, upon the occurrence of an EVENT OF DEFAULT, the AGENT, in a commercially reasonable fashion, may sell any or all of the Collateral at public or private salesale or otherwise realize upon, upon such terms and conditions as Secured Party may deem properin Baltimore, and Secured Party may purchase Maryland, or elsewhere, the whole or, from time to time, any part of all COLLATERAL which is personal property, or all any interest which any of the Collateral at BORROWERS may have therein. Pending any such saleaction, the AGENT may collect and liquidate the COLLATERAL. Grantor acknowledges that Secured Party may be unable to effect a public After deducting from the proceeds of sale or other disposition of such COLLATERAL all or any portion expenses, including all expenses for legal services, the AGENT shall apply such proceeds toward the satisfaction of the Collateral because OBLIGATIONS. Any remainder of certain legal and/or practical restrictions and provisions the proceeds after satisfaction in full of the OBLIGATIONS shall be distributed as required by applicable LAW. Notice of any sale or other disposition (other than sales or other dispositions of COLLATERAL which may is perishable or threatens to decline speedily in value or of a type customarily sold on a recognized market) shall be applicable given to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms BORROWERS not less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which each of the BORROWERS hereby agrees would be commercially reasonable notice of such sale or other disposition. Grantor hereby confirmsThe BORROWERS agree to assemble, approves and ratifies all acts and deeds of Secured Party relating or to cause to be assembled, at the BORROWERS’ expense, the COLLATERAL at such place or places as the AGENT designates. At any such sale or other disposition, the AGENT may, to the foregoingextent permissible under applicable law, purchase the whole or any part of the COLLATERAL, free from any right of redemption on the part of any of the BORROWERS, which right is hereby waived and released to the extent lawfully permitted. Without limiting the generality of any of the rights and remedies conferred upon the AGENT under this Section, the AGENT may, to the full extent permitted by applicable law: (a) enter upon the premises of any of the BORROWERS, exclude therefrom any of the BORROWERS or any PERSON connected therewith, and each part thereoftake immediate possession of the COLLATERAL, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) at the AGENT’S option, use, operate, manage, and expressly waives control the COLLATERAL in any lawful manner; (c) collect and receive all claims of any natureincome, kind revenue, earnings, issues, and profits therefrom; and (d) maintain, alter or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of remove the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCOLLATERAL.

Sale of Collateral. Secured Party may sell (a) The power to effect any public or all private sale of any portion of the Trust Estate pursuant to Section 9.3 or Section 9.4 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until either the entirety of the Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. Subject to Section 9.6(b), the Indenture Trustee may from time to time postpone any sale by public announcement made at public or private the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale, but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled hereunder. If an Indenture Event of Default shall have occurred and such Indenture Event of Default has not been waived by the Required Noteholders or if a Repo Trigger Event has occurred, within 30 days after notice of such Indenture Event of Default or Repo Trigger Event was sent to the Noteholders, the Indenture Trustee, upon obtaining all information necessary to solicit bids for an auction, including but not limited to current data regarding the Purchased Assets, shall prepare to effect an auction of the Collateral; provided, that, such terms auctions shall only be conducted by the Indenture Trustee for a period of four months from the date on which the Indenture Event of Default or Repo Trigger Event occurs (the “Auction Period”). In connection with any sale of the Collateral by the Indenture Trustee pursuant to this Section 9.6, the Indenture Trustee shall solicit bids from at least two regular market participants. The Indenture Trustee shall not sell any Collateral pursuant to this Section 9.6 unless the proceeds of such liquidation would be greater than or equal to the sum of (i) the aggregate Note Balance of the Class A, Class B, Class C, Class D and conditions Class E Notes plus all accrued and unpaid interest thereon (including any Interest Shortfall Amounts) and any Basis Risk Shortfall Amounts for the Class A, Class B, Class C, Class D and Class E Notes or such lesser amount as Secured Party may deem properbe agreed to in writing by the Holders of 100% of the Class A, Class B, Class C, Class D, and Secured Party Class E Notes that will not be paid off in full by such auction and (ii) all accrued and unpaid fees, expenses and indemnities due to the transaction parties arising under the Program Agreements, (such price the “Minimum Sale Price”). To the extent that an auction conducted by the Indenture Trustee during the Auction Period results in a bid equal to or greater than the Minimum Sale Price, Indenture Trustee shall, within two (2) Business Days of receiving such bid, notify the Holders of the Class F Notes of the amount of the highest bid (such bid, the “Winning Bid”) and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid. Upon receipt of a bid from the Holders of the Class F Notes or notice that the Holders of the Class F Notes have declined such option , the Indenture Trustee shall, within two Business Days of receiving such bid or notice, notify the Holders of the Class G Notes and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid and the bid, if any, submitted by the Holders of the Class F Notes. Upon receipt of a bid from the Holders of the Class G Notes or notice that the Holders of the Class G Notes have declined such option, the Indenture Trustee shall, within two Business Days of receiving such bid or notice, notify the Holders of the Trust Certificates of the amount of the Winning Bid and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid and the bid, if any, submitted by the Holders of the Class F and Class G Notes. Any such bid from the Holders of the Class F or Class G Notes or the Trust Certificates must be received within five business days or notice that such Holders have declined such option (which notice shall be deemed given if a bid is not received by the Indenture Trustee within five business days of when the notice of the Winning Bid has been provided to such holder). To the extent that an auction conducted by the Indenture Trustee during the Auction Period results in a bid equal to or greater than the Minimum Sale Price, the Indenture Trustee shall, within two (2) Business Days of receiving such bid, notify the Holders of the Trust Certificates of the amount of the Winning Bid and offer such Holders the opportunity to purchase the Collateral for an amount greater than the Winning Bid. The Indenture Trustee shall provide notices relating to the Winning Bid or any higher bid through the facilities of DTC and directly to each applicable Holder of the Notes or the holders of the Trust Certificates who has submitted an Investor Certification to the Indenture Trustee, in the manner provided in such Investor Certification. The holders of the Trust Certificates shall only have one opportunity to submit a bid higher than the highest bid then received by the Indenture Trustee and each such bid must be received within five (5) Business Days of when notice of the highest bid has been provided to the related holders. Any bid received after the lapse of such five (5) Business Day period shall be deemed rejected. Following an auction in which the Indenture Trustee determines that the Minimum Sale Price has not been bid or received, the Indenture Trustee shall repeat the auction procedures every thirty (30) days during the Auction Period. During the Auction Period, all payments of principal received in respect of the Purchased Mortgage Loans shall be deposited to the Reserve Account and shall reduce the Minimum Sale Price required to be met in an auction and paid as principal in respect of the Notes. If, following the Auction Period, it is determined that the Minimum Sale Price will not be received, the Indenture Trustee will be required to (i) on behalf of the Buyer, accept the Purchased Mortgage Loans and all other property conveyed by the Seller to the Buyer under the Master Repurchase Agreement, such acceptance to be (A) in full satisfaction of the obligations of the Seller to the Issuer under the Master Repurchase Agreement and (B) effected in a manner that complies with the requirements of Paragraph 11(d)(i)(B) of the Master Repurchase Agreement and Section 9-620 of the UCC, and thereafter (ii) make a REMIC Election and use collections received in respect of the Purchased Mortgage Loans (and, with respect to the first Payment Date following the Auction Period, amounts on deposit in the Reserve Account) to make payments on the Notes in accordance with the priority of payments described herein. The Indenture Trustee, for the purposes of fulfilling the duties set forth in this Section 9.6(b), including determining whether the Minimum Sale Price has been satisfied, may retain an agent or expert; provided, however, the Indenture Trustee shall remain obligated to perform its duties set forth in this Section 9.6(b) regardless of whether the Indenture Trustee shall retain such an investment banking firm. The foregoing provisions of this Section 9.6(b) shall not preclude or limit the ability of the Indenture Trustee, any Noteholder or their Affiliates to purchase all or any or all portion of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a , public sale or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale shall not be deemed a sale or disposition thereof for purposes of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementSection 9.6(b).

Sale of Collateral. Secured Party may sell Sell or otherwise dispose of any or all of the Collateral upon such terms and under such conditions as Lender in its sole discretion deems advisable, upon five (5) days' advance notice, at public or private sale, conducted by any officer or agent of or auctioneer or attorney for Lender, as designated by Lender, at any location designated by Lender, for cash, upon such terms and conditions as Secured Party may deem propercredit or future delivery, and Secured Party at such price or prices as Lender shall, in its sole discretion, deem appropriate, and Lender may purchase be the purchaser of any or all of the Collateral so sold. Each purchaser (including Lender) at any such sale shall hold the Collateral so sold free from any claim or right of whatsoever kind, including, without limitation, any equity or right of redemption of Borrower. Borrower hereby specifically waives, to the extent it may lawfully do so, all rights of redemption, stay or appraisal which it has or may have under Law now existing or hereafter adopted. Any notice required by Law of any sale, public or private, of all or any part of the Collateral shall be deemed in all circumstances to have been given in a commercially reasonable manner if placed in the mail at least five (5) days prior to such sale addressed to Borrower at its address last known to Lender. Grantor acknowledges that Secured Party Lender shall not be obligated to make any sale pursuant to any such notice. At any such sale the Collateral may be unable to effect a public sold in one lot as an entirety or in separate lots or parcels. In the case of any sale of all or any portion part of the Collateral because of certain legal and/or practical restrictions and provisions which for credit or for future delivery, the Collateral so sold may be applicable retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and in case of any such failure, such Collateral may again be sold under and pursuant to the Collateral andprovisions hereof. Lender, thereforeas attorney-in-fact of Borrower pursuant to Section 4.3, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation the power to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceedsexecute all conveyances, after deducting all costs, expenses, attorneys' assignments and paralegals' fees incurred or paid at any time in the collection, protection and sale transfers of the Collateral sold pursuant hereto in its name and the Obligations, to the payment of the Obligations, returning the excess proceedsstead. Borrower shall, if anyso requested by Lender, ratify and confirm any sale or sales by executing and delivering to GrantorLender, or to such purchaser or purchasers, all such documents as may, in the judgment of Lender, be advisable for such purpose. Grantor All acts of such attorney-in-fact or designee are hereby ratified and approved by Borrower, and such attorney or designee shall remain not be liable for any amount remaining unpaid after such applicationacts of omission or commission, nor for any error of judgment or mistake of fact or Law in accordance with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party In addition to any other remedy provided herein, upon the occurrence of an EVENT OF DEFAULT, the LENDER, in a commercially reasonable fashion, may sell any or all of the Collateral at public or private salesale or otherwise realize upon, upon such terms and conditions as Secured Party may deem properin Baltimore, and Secured Party may purchase Maryland, or elsewhere, the whole or, from time to time, any part of all COLLATERAL which is personal property, or all any interest which either of the Collateral at BORROWERS may have therein. Pending any such saleaction, the LENDER may collect and liquidate the COLLATERAL. Grantor acknowledges that Secured Party may be unable to effect a public After deducting from the proceeds of sale or other disposition of such COLLATERAL all or any portion expenses, including all expenses for legal services, the LENDER shall apply such proceeds toward the satisfaction of the Collateral because OBLIGATIONS. Any remainder of certain legal and/or practical restrictions and provisions the proceeds after satisfaction in full of the OBLIGATIONS shall be distributed as required by applicable LAW. Notice of any sale or other disposition (other than sales or other dispositions of COLLATERAL which may is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market) shall be applicable given to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms BORROWERS not less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which each of the BORROWERS hereby agrees shall be commercially reasonable notice of such sale or other disposition. Grantor hereby confirmsThe BORROWERS shall assemble, approves and ratifies all acts and deeds of Secured Party relating or shall cause to be assembled, at the BORROWERS' own expense, the COLLATERAL at such place or places as the LENDER shall designate. At any such sale or other disposition, the LENDER may, to the foregoingextent permissible under applicable law, purchase the whole or any part of the COLLATERAL, free from any right of redemption on the part of either of the BORROWERS, which right is hereby waived and released to the extent lawfully permitted. Without limiting the generality of any of the rights and remedies conferred upon the LENDER under this Section, the LENDER may, to the full extent permitted by applicable law: (a) enter upon the premises of either of the BORROWERS, exclude therefrom either of the BORROWERS or any PERSON connected therewith, and each part thereoftake immediate possession of the COLLATERAL, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) at the LENDER=S option, use, operate, manage, and expressly waives control the COLLATERAL in any lawful manner; (c) collect and receive all claims of any natureincome, kind revenue, earnings, issues, and profits therefrom; and (d) maintain, alter or description which it has or remove the COLLATERAL as the LENDER may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than determine in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementLENDER=S discretion.

Sale of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor The Debtor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorDebtors. Grantor The Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor The Debtor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Debtor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor The Debtor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. The Administrative Agent shall give the Grantor ten days’ written notice (which the Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions)) of the Administrative Agent’s intention to make any sale of any of the Collateral owned or held by or on behalf of the Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of the Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to the Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to carry out such sale pursuant to such agreement, and (iii) the Grantor shall not be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because subject VP Distributors, Inc. Pledge Agreement thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of certain legal and/or practical restrictions Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon any of the Collateral and to sell any of the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Article shall be deemed to conform to the commercially reasonable standards as provided in Part 6 of Article 9 of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions). Without limiting the generality of the foregoing, the Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral pursuant to this Article are insufficient to pay all the Secured Obligations, it shall be liable for the resulting deficiency and the fees, charges and disbursements of any counsel employed by the Administrative Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale pursuant to this Article was less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements in this Section may be applicable to specifically enforced, (D) the Collateral and, therefore, Administrative Agent may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to sell any such private sale so made even though at places Collateral without giving any warranties as to such Collateral, and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Administrative Agent may specifically disclaim any warranties of title or the like, and (E) the Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at marshal any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. Secured Party may sell any or Lender shall have all of the rights and remedies of a secured party under the Maryland Uniform Commercial Code and other applicable laws. Upon demand by Lender, Borrower shall assemble the Collateral and make it available to Lender at public a place designated by Lender which is mutually convenient to both parties. Lender or private sale, its agents may enter upon such terms and conditions as Secured Party may deem proper, and Secured Party may purchase any or all Borrower’s premises to take possession of the Collateral at any such saleCollateral, to remove it, to render it unusable, or to sell or otherwise dispose of it, all without judicial process or proceedings. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Lender shall have no obligation to clean-clean up or otherwise to prepare the Collateral for sale. Secured Party Any written notice of the sale, disposition, or other intended action by Lender with respect to the Collateral which is required by applicable laws and is sent by certified mail, postage prepaid, to Borrower at the address of Borrower’s chief executive office specified below, or such other address of Borrower which may apply from time to time be shown on Lender’s records, at least 10 calendar days prior to such sale, disposition, or other action, shall constitute reasonable notice to Borrower. Lender, without adversely affecting the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at commercial reasonableness of any time in the collection, protection and sale of the Collateral, (a) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral, and (b) may refuse to give or may disclaim any warranties of title or the like. Any proceeds of sale or other disposition of the Collateral shall be applied by Lender to the payment of Liquidation Costs and the ObligationsExpense Payments, and any balance of such proceeds will be applied by Lender to the payment of the Obligationsremaining Liabilities, returning whether or not then due, in such order and manner of application as Lender may from time to time in its sole discretion determine. If the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended sale or other disposition of the Collateral required by law fails to satisfy fully the Liabilities, Borrower shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such dispositionremain liable to Lender for any deficiency. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives If Lender sells any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in on credit, Borrower shall be credited only with payments actually made by the event of any intentional misconduct or gross negligence. Grantor consents purchaser, received by Lender and applied to releases the indebtedness of the Collateral at any time (including prior purchaser. If the purchaser defaults in making payments to default) and to sales of Lender, then Lender may resell the Collateral and apply the proceeds of such resale to the Liabilities in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under accordance with this Security Agreementparagraph.

Sale of Collateral. Secured Party The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Bank may deem proper, and Secured Party the Bank may purchase any or all of the Collateral at any such sale. Grantor The Borrowers acknowledges that Secured Party the Bank may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Each of the Borrowers consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Bank may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of any Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrowers. Grantor The Borrowers shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Bank at least ten (10) calendar days before the date of such disposition. Grantor Each of the Borrowers hereby confirms, approves and ratifies all acts and deeds of Secured Party the Bank relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Bank or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in Collateral. Each of the event of any intentional misconduct or gross negligence. Grantor consents Borrowers consent to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Bank shall deem 57 appropriate. Grantor Each of the Borrowers expressly absolves Secured Party absolve the Bank from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party Upon the occurrence of an Event of Default, the Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Lender may deem proper, and Secured Party the Lender may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Lender may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Revolving Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrower. Grantor The Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rateinterest. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Lender at least ten (10) calendar days before the date of such disposition. Grantor The Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in Collateral. Upon the event occurrence of any intentional misconduct or gross negligence. Grantor an Event of Default, the Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Lender shall deem appropriate. Grantor The Borrower expressly absolves Secured Party the Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. The Trustee shall give each Grantor ten days' written notice (which such Grantor agrees is reasonable notice within the meaning of Sections 9-611 and 9-612 of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions)), of the Trustee's intention to make any sale of any of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Trustee may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Trustee may (in its sole and absolute discretion) determine. The Trustee shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Holder may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to such Holder from such Grantor as a credit against the purchase price, and such Holder may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Grantor therefor. For purposes hereof, (i) a written agreement to purchase any of the Collateral shall be treated as a sale thereof, (ii) the Trustee shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any of the Collateral subject thereto, notwithstanding the fact that after the Trustee shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Party Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Trustee may proceed by a suit or suits at law or in equity to foreclose upon any of the Collateral and to sell any of the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions). Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Section are insufficient to pay all the Secured Obligations, it shall be liable for the resulting deficiency and the fees, charges and disbursements of any counsel employed by the Trustee or any Holder to collect such deficiency, (B) it hereby waives any claims against the Trustee arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale pursuant to this Section was less than the price that might have been obtained at a public sale, even if the Trustee accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements in this Section may be specifically enforced, (D) the Trustee may sell any or all of the such Collateral at public or private sale, upon without giving any warranties as to such terms and conditions as Secured Party may deem properCollateral, and Secured Party the Trustee may purchase specifically disclaim any warranties of title or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of like, and (E) the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Trustee shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at marshall any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. Secured Party may sell any or all dispose of the ------------------ Collateral at public or private sale, upon in one or more sales, as a unit or in parcels, at wholesale or retail, and at such time and place and on such terms and conditions as Secured Party may deem proper, and determine. Secured Party may purchase be the purchaser of any or all of the Collateral at any such public or private sale. Grantor acknowledges that If, at any time when Secured Party may be unable shall determine to effect a public sale of exercise his right to sell all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale part of the Collateral and such Collateral, or the Obligationspart thereof to be sold, he has been advised by legal counsel or himself determines that the Collateral is subject to the payment Securities Act of the Obligations1933 as amended or any state securities laws, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of in his sole and absolute discretion, is hereby expressly authorized to sell such disposition. Grantor hereby confirmsCollateral, approves or any part thereof, subject to obtaining all required regulatory approvals, by private sale in such manner and ratifies all acts and deeds of under such circumstances as Secured Party relating may deem necessary or advisable in order that such sale may be effected legally without registration or qualification under applicable securities laws (including without limitation without any obligation to advertise). Without limiting the generality of the foregoing, Secured Party, in his sole and each absolute discretion, may approach and negotiate with a restricted number of potential purchasers to effect such sale or restrict such sale to a purchaser or purchaser who will represent and agree that such purchaser or purchasers are purchasing for his or their own account, for investment only, and not with a view to the distribution or sale of such Collateral or any part thereof, . Any such sale shall be deemed to be a sale made in a commercially reasonable manner within the meaning of the Uniform Commercial Code of the State of California and expressly waives any Debtor hereby consents and all claims of any nature, kind or description which it has or may hereafter have against agrees that Secured Party shall incur no responsibility or its representatives, by reason of taking, liability for selling all or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases part of the Collateral at a price which is not unreasonably low, notwithstanding the possibility that a higher price might be realized if the sale were public. Any public sale of any time (including prior to default) and to sales or all of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party may be postponed from any loss or decline in market value of any Collateral time to time by reason of delay in public announcement at the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementtime and place last scheduled for the sale.

Sale of Collateral. Secured Party may Upon the occurrence of any Event of Default, Apex shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code and also may, without notice, except as specified below, at its option, sell all or any or all part of the Collateral Shares, for cash, note or other property upon credit for future delivery or upon such other terms as Apex may deem commercially reasonable. Upon such sale, Apex, unless prohibited by a provision of any applicable statute, may purchase all or any part of the Shares being sold, free from and discharged of all trusts, claims, rights of redemption and equities of Rapid Link. If the proceeds of any sale of the Shares shall be insufficient to pay all amounts due under the Note and satisfy the obligations of Rapid Link under this Pledge Agreement, including collection costs and expenses of such sale, Rapid Link shall remain obligated and liable for any deficiency with respect thereto. If, at any time when Apex shall determine to exercise its rights to sell all or any part of the Shares pursuant to this Section 7, such Shares, or the part thereof to be sold, shall not be effectively registered under the Act as then in effect or any similar statute then in force, subject to the provisions of Section 8 hereof, Apex, in its sole and absolute discretion, is hereby expressly authorized to sell such Shares, or any part thereof, by private sale in such manner and under such circumstances as Apex may deem necessary or advisable in order that such sale may be effectuated legally without such registration. Without limiting the generality of the foregoing, Apex, in its sole and absolute discretion, may approach and negotiate with a restricted number of potential purchasers to effectuate such sale or restrict such sale to a purchaser or purchasers who shall represent and agree that such purchaser or purchasers are purchasing for its or their own account, for investment only, and not with a view to the distribution or sale of such Shares or any part thereof. Any sale conducted in the manner described in the foregoing sentence shall be deemed to be a sale conducted in a commercially reasonable manner within the meaning of the applicable Uniform Commercial Code, and Rapid Link hereby consents and agrees that Apex shall incur no responsibility or liability for selling all or any part of the Shares at a price which is not unreasonably low, notwithstanding the possibility that a substantially higher price might be realized if the sale were public. Apex shall not be obligated to make any sale of the Shares regardless of notice of sale having been given. Apex may adjourn any public or private sale, upon such terms sale from time to time by announcement at the time and conditions as Secured Party may deem properplace fixed therefor, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may sale may, without further notice, be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably time and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating place to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementwas so adjourned.

Sale of Collateral. Secured Party In addition to any other remedy provided herein, upon the occurrence of an EVENT OF DEFAULT, the LENDER, in a commercially reasonable fashion, may sell any or all of the Collateral at public or private salesale or otherwise realize upon, upon such terms and conditions as Secured Party may deem properthe whole or, and Secured Party may purchase from time to time, any part of all COLLATERAL which is personal property, or all any interest which any of the Collateral at BORROWERS may have therein. Pending any such saleaction, the LENDER may collect and liquidate the COLLATERAL. Grantor acknowledges that Secured Party may be unable to effect a public After deducting from the proceeds of sale or other disposition of such COLLATERAL all or any portion expenses, including all expenses for legal services, the LENDER shall apply such proceeds toward the satisfaction of the Collateral because OBLIGATIONS. Any remainder of certain legal and/or practical restrictions and provisions the proceeds after satisfaction in full of the OBLIGATIONS shall be distributed as required by applicable LAW. Notice of any sale or other disposition (other than sales or other dispositions of COLLATERAL which may is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market) shall be applicable given to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms BORROWERS not less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which each of the BORROWERS hereby agrees shall be commercially reasonable notice of such sale or other disposition. Grantor hereby confirmsThe BORROWERS shall assemble, approves and ratifies all acts and deeds of Secured Party relating or shall cause to be assembled, at the BORROWERS own expense, the COLLATERAL at such place or places as the LENDER shall designate. At any such sale or other disposition, the LENDER may, to the foregoingextent permissible under applicable law, purchase the whole or any part of the COLLATERAL, free from any right of redemption on the part of any of the BORROWERS, which right is hereby waived and released to the extent lawfully permitted. Without limiting the generality of any of the rights and remedies conferred upon the LENDER under this Section, the LENDER may, to the full extent permitted by applicable law: (a) enter upon the premises of any of the BORROWERS, exclude therefrom any of the BORROWERS or any PERSON connected therewith, and each part thereoftake immediate possession of the COLLATERAL, either personally or by means of a receiver appointed by a court of competent jurisdiction; (b) at the LENDERS option, use, operate, manage, and expressly waives control the COLLATERAL in any lawful manner; (c) collect and receive all claims of any natureincome, kind revenue, earnings, issues, and profits therefrom; and (d) maintain, alter or description which it has or remove the COLLATERAL as the LENDER may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than determine in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementLENDERS discretion.

Sale of Collateral. The Administrative Agent shall give each Grantor ten days' written notice (which such Grantor agrees is reasonable notice within the meaning of Sections 9-611 and 9-612 of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions)), of the Administrative Agent's intention to make any sale of any of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party may sell bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral at public or private offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, upon hold, retain and dispose of such terms and conditions as Secured Party may deem properproperty without further accountability to such Grantor therefor. For purposes hereof, and Secured Party may (i) a written agreement to purchase any or all of the Collateral at shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to carry out such sale pursuant to such agreement, and (iii) no Grantor shall be entitled to the return of any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of certain legal and/or practical restrictions Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon any of the Collateral and to sell any of the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Article shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any successor provisions). Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Obligations, it shall be liable for the resulting deficiency and the fees, charges and disbursements of any counsel employed by the Administrative Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any such Collateral may have been sold at any private sale pursuant to this Article was less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensible in damages, and therefore agrees that its agreements in this Section may be applicable to specifically enforced, (D) the Collateral and, therefore, Administrative Agent may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to sell any such private sale so made even though at places Collateral without giving any warranties as to such Collateral, and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Administrative Agent may specifically disclaim any warranties of title or the like, and (E) the Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at marshall any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. The Lender or the Secured Party Representative (on behalf of the Secured Parties) may sell any or all of the Collateral at public or private sale, upon such terms and conditions as the Lender and each Secured Party may deem reasonably proper, and the Lender or any Secured Party may purchase any or all of the Collateral at any such sale. Grantor The Guarantor acknowledges that the Lender or any Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Guarantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Neither the Lender nor any Secured Party shall have no any obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Lender may apply the net proceeds, after deducting all reasonable costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Term Note Obligations, to the payment of the Term Note Obligations, in such order of application as the Lender may, from time to time, elect, returning the excess proceeds, if any, to Grantorthe Guarantor. Grantor The Guarantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Raterate provided in the Loan Documents. The Secured Party Representative may apply the net proceeds, after deducting all reasonable costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Post-Closing Cash Obligations, to the payment of the Post-Closing Cash Obligations, in such order of application as the Lender may, from time to time, elect, returning the excess proceeds, if any, to the Guarantor. The Guarantor shall remain liable for any amount remaining unpaid after such application, with interest at the rate provided in the Post-Closing Cash Documents. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by the Lender or any Secured Party or Secured Party Representative at least ten (10) calendar days before the date of such disposition. Grantor The Guarantor hereby confirms, approves and ratifies all acts and deeds of the Lender, the Secured Party Representative or any Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against the Lender, any Secured Party or the Secured Party Representative or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Guarantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as the Lender or any Secured Party or Secured Party Representative shall deem reasonably appropriate. Grantor The Guarantor expressly absolves the Lender, Secured Party Representative any each Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party Upon at least thirty (30) days' prior written notice to the Borrower, the Lender may sell sell, assign, transfer and deliver the whole or, from time to time, any or all part of the Collateral at public or private sale for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as are commercially reasonable. The Lender shall be authorized at any sale (if it deems it advisable to do so) 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 purposes and not with a view to the distribution or resale thereof, and upon consummation of any such sale the Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. The notice given pursuant to this section, in case of public sale, shall state the time and place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix and shall state in the notice or publication (if any) of such sale. The Lender shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Collateral may have been given. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Lender until the sale price is paid by the purchaser or purchasers thereof. In case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold, such Collateral may be sold again upon such terms and conditions as Secured Party like notice. At any sale made pursuant to this Agreement, the Lender may deem proper, and Secured Party may bid for or purchase any part or all of the Collateral offered for sale and may make payment on account thereof by using any claim then due and arising hereunder and payable to the Lender from the Borrower as a credit against the purchase price. As an alternative to exercising the power of sale herein conferred upon it, the Lender may proceed by suit or suits at any such sale. Grantor acknowledges that Secured Party may be unable law or in equity to effect a public sale of all foreclose its security interest in the Collateral and sell the Collateral or any portion thereof pursuant to judgment or decree of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one a court or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementcourts having competent jurisdiction.

Sale of Collateral. The Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions as the Secured Party may deem proper, and the Secured Party may purchase any or all of the Collateral at any such sale. Grantor The Debtor acknowledges that the Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor The Debtor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were was sold at public sale. The Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Secured Party may apply the net proceeds, after deducting all reasonable and documented costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantorthe Debtor. Grantor The Debtor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by the Secured Party at least ten (10) calendar days before the date of such disposition. Grantor The Debtor hereby confirms, approves and ratifies all acts and deeds of the Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against the Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor The Debtor consents to releases of the Collateral at any time (including prior to default) after an Event of Default and to sales of the Collateral in groups, parcels or portions, or as an entirety, as the Secured Party shall deem appropriate. Grantor The Debtor expressly absolves the Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party The Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party the Lender may deem proper, and Secured Party the Lender may purchase any or all of the Collateral at any such sale. Grantor Each Borrower acknowledges that Secured Party the Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Each Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party The Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party The Lender may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorthe Borrowers. Grantor The Borrowers shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party the Lender at least ten (10) calendar days before the date of such disposition. Grantor Each Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party the Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party the Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Each Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party the Lender shall deem appropriate. Grantor Each Borrower expressly absolves Secured Party the Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party may sell any or all In addition to exercising the foregoing rights, the Collateral Agent may, to the extent permitted by applicable Laws and subject to the Orders, arrange for and conduct the sale of the Collateral at a public or private sale, upon such terms and conditions sale (as Secured Party the Collateral Agent may deem proper, and Secured Party elect) which sale may purchase any be conducted by an employee or all representative of the Collateral at Agent, and any such salesale shall be conducted in a commercially reasonable manner. Grantor acknowledges that Secured Party The Collateral Agent may be unable release, temporarily or otherwise, to effect a public sale the Borrower any item of all Collateral of which the Collateral Agent has taken possession pursuant to any right granted to the Collateral Agent by this Agreement without waiving any rights granted to the Collateral Agent under this Agreement, the other Financing Documents or any portion other agreement related hereto or thereto. The Borrower, in connection with the Collateral Agent’s dealing with or disposing of the Collateral because or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of certain legal and/or practical restrictions and provisions which may assets or to require, upon foreclosure, sales of assets in a particular order. Each successor of the Borrower under the Financing Documents agrees that it shall be applicable bound by the above waiver, to the same extent as if such successor gave the waiver itself. The Borrower also hereby waives, to the full extent it may lawfully do so, the benefit of all laws providing for rights of appraisal, valuation, stay, extension or redemption after foreclosure now or hereafter in force. If the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group Agent sells any of offerees and purchasers. Grantor consents to any such private sale so made even though at places and the Collateral upon terms less favorable than if permitting the purchaser to pay the purchase price in installments, the Borrower will be credited only with payments actually made by the purchaser and received by the Collateral were sold at public saleAgent. Secured Party shall have no obligation In the event the purchaser fails to clean-up or otherwise prepare pay for the Collateral, the Collateral for sale. Secured Party Agent may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of resell the Collateral and the ObligationsBorrower shall be credited with the proceeds of the sale in excess of the amounts required to pay the Obligations in full. In the event the Collateral Agent bids at any foreclosure or trustee’s sale or at any private sale permitted by Law and this Agreement or any other Financing Document, to the payment Collateral Agent may bid all or less than the amount of the Obligations, returning the excess proceeds, if any, . The Collateral Agent shall not be obligated to Grantormake any sale of Collateral regardless of whether or not notice of sale has been given. Grantor shall remain liable for The Collateral Agent may adjourn any amount remaining unpaid after such application, with interest public or private sale from time to time by announcement at the Default Ratetime and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Any notification of intended disposition The Borrower further acknowledges and agrees that any offer to sell any part of the Collateral required by law that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation or (ii) made privately in the manner described herein to not less than fifteen (15) bona fide offerees shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10to involve a “public disposition” for the purposes of Section 9-610(c) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementUCC.

Sale of Collateral. Secured Party The Bank shall have the right to sell or to otherwise dispose of all or any of the Collateral, at public or private sale or sales, with such notice as may sell be required by law, in lots or in bulk, for cash or on credit, all as Bank, in its sole discretion, may deem advisable. Such sales may be adjourned from time to time with or without notice. Bank shall have the right to conduct such sales on the premises of Borrower or elsewhere and shall have the right to use the premises of Borrower, without charge for such sales for such time or times as the Bank may see fit. The Bank is hereby granted a license or other right to use, without charge, the labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks and advertising matter, or any property of a similar nature, whether owned by Borrower or with respect to which Borrower has rights under license, sublicense or other agreements, as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral and the rights of Borrower under all licenses and all franchise agreements shall inure to the benefit of the Bank. The Bank shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof; for cash, credit or any combination thereof; and the Bank may purchase all or any part of the Collateral at public or or, if permitted by law, private salesale and, upon in lieu of actual payment of such terms purchase price, may set off the amount of such price against the Obligations. The proceeds realized from the sale of any Collateral shall be applied first to the costs, expenses and conditions as Secured Party may deem properattorneys’ fees and expenses incurred by Bank for collection and for acquisition, completion, protection, removal, storage, sale and Secured Party may purchase any or all delivery of the Collateral at Collateral; second to interest due upon any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions Obligations; and provisions which may be applicable third to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group principal of offerees and purchasersthe Obligations. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if The Borrower agrees that the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party Bank may apply any proceeds from the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligationsto satisfy liens, security interests or encumbrances prior to the payment security interest of the ObligationsBank. Any remaining proceeds shall be remitted to Borrower or other Person legally entitled thereto. If any deficiency shall arise, returning the excess proceeds, if any, to Grantor. Grantor Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementBank therefore.

Sale of Collateral. Secured Party may sell Neither Borrower nor Guarantor will sell, assign or discount any or all of the Collateral at public or private sale, upon such terms Negative Pledge Property other than (i) sales of oil and conditions as Secured Party may deem propergas production in the ordinary course of business, and Secured Party may purchase (ii) sales or other disposition of obsolete equipment which are no longer needed for the ordinary business of Borrower or Guarantor or which are being replaced by equipment of at least comparable value and utility. If and as any of such Collateral or all Negative Pledge Properties and interests are sold, conveyed or assigned during the term of the Collateral Revolving Commitment, Borrower or Guarantor will prepay against the Notes or Guarantor's obligation under its guaranty agreement, as the case may be, 100% of the Release Price. The term "Release Price" as used herein shall mean a price determined by Majority Banks in their discretion based upon the loan collateral value which such Banks in their discretion (using such methodology, assumptions and discount rates as such Banks customarily use in assigning collateral value to oil and gas properties) assigned to such Oil and Gas Properties at the time in question. Any such prepayment of principal on the Notes required by this Section 13(e) shall not be in lieu of, but shall be in addition to, any Monthly Commitment Reduction or any mandatory prepayment of principal required to be made pursuant to Section 9(b) hereof. Any such prepayment shall be applied pro rata to the principal due on the Revolving Notes until such Revolving Notes are paid in full, principal, interest and other amounts. Provided, however, that the Borrower and Guarantor may, without consent of Banks and Agent and without prepaying the Notes, sell Negative Pledge Properties where the sales proceeds from any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as do not exceed $500,000 on an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementannual basis.

Sale of Collateral. Secured Party may sell any The Collateral Agent shall give the Borrower 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or all its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, upon and such terms sale may, without further notice, be made at the time and conditions as Secured Party may deem proper, and Secured Party may purchase place to which the same was so adjourned. In case any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion part of the Collateral because of certain legal and/or practical restrictions and provisions which is made on credit or for future delivery, the Collateral so sold may be applicable retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the Collateral andextent permitted by law, thereforeprivate) sale made pursuant to this Section 6.01, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply bid for or purchase for cash, free (to the net proceedsextent permitted by law) from any right of redemption, after deducting stay, valuation or appraisal on the part of any Grantor (all costssaid rights being also hereby waived and released to the extent permitted by law), expensesthe Collateral or any part thereof offered for sale and such Secured Party may, attorneys' upon compliance with the terms of sale, hold, retain and paralegals' fees incurred dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or paid at any time in portion thereof shall be treated as a sale thereof; the collection, protection Collateral Agent shall be free to carry out such sale pursuant to such agreement and sale no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the ObligationsSecured Obligations paid in full in cash. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the payment provisions of this Section 6.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party UCC or its representatives, by reason of taking, selling or collecting any portion of the Collateral equivalent in other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementjurisdictions.

Sale of Collateral. Secured Party Subject to the terms of the Intercreditor Agreement, Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party Lender may deem proper, and Secured Party Lender may purchase any or all of the Collateral at any such sale. Grantor Borrower acknowledges that Secured Party Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party Subject to the terms of the Intercreditor Agreement, Lender may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorBorrower. Grantor Borrower and/or Borrower shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party Lender at least ten (10) calendar days before the date of such disposition. Grantor Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in Collateral, so long as such acts and deeds do not violate the event terms of any intentional misconduct or gross negligencethe Intercreditor Agreement. Grantor Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party Lender shall deem appropriate. Grantor Borrower expressly absolves Secured Party Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party Lender may sell any or all of the Collateral at public or private sale, upon such terms and conditions as Secured Party Lender may deem proper, and Secured Party Lender may purchase any or all of the Collateral at any such sale. Grantor acknowledges Each Borrower acknowledgess that Secured Party Lender may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor Each Borrower consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Lender shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party Lender may apply the net proceeds, after deducting all costs, expenses, attorneys' ’ and paralegals' ’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of any Note and/or any of the other Obligations, returning the excess proceeds, if any, to Grantorsuch Borrower. Grantor Borrowers shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party Lender at least ten (10) calendar days before the date of such disposition. Grantor Each Borrower hereby confirms, approves and ratifies all acts and deeds of Secured Party Lender relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party Lender or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligenceCollateral. Grantor Each Borrower consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party Lender shall deem appropriate. Grantor Each Borrower expressly absolves Secured Party Lender from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement nonenforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. If the Proceeds of sale, collection or other realization of or upon the Collateral are insufficient to cover the Secured Party may sell Obligatins, Contractor shall remain liable for any or all deficiency. Purchaser shall not incur any liability as a result of the sale of the Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner and otherwise in compliance with the UCC and applicable export control restrictions. Contractor hereby waives any claims against Purchaser arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or private salewas less than the aggregate amount of the Secured Obligations, upon such terms even if Purchaser accepts the first offer received and conditions does not offer the Collateral to more than one offeree, so long as Secured Party the sale was conducted in a commercially reasonable manner. Purchaser may deem proper, and Secured Party may purchase be the purchaser of any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may be unable public or private sale (to effect a public sale of all or the extent any portion of the Collateral because being privately sold is of certain legal and/or practical restrictions a kind that is customarily sold on a recognized market or subject of widely distributed standard price quotations) in accordance with the UCC, at a price as determined in accordance with Article 23.1.3, and provisions which Purchaser shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any part of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by Purchaser at such sale. Purchaser may be applicable sell the Collateral without giving any warranties as to the Collateral andCollateral. Purchaser may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Notwithstanding any Junior Liens, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party Purchaser shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at marshal any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementCollateral.

Sale of Collateral. Secured Party The Creditor, upon notice to the Debtors, may arrange for the sale of, and sell any or all of dispose of, the Collateral at public or private sale, upon in one or more sales, as a unit or in parcels, at wholesale or retail, and at such time and place and on such terms as the Creditor may determine. If, at any time when Creditor shall determine to exercise its right to sell all or any part of the Collateral and conditions such Collateral, or the part thereof to be sold, Creditor agrees that such sale shall be subject to the Securities Act of 1933, as Secured Party may deem properamended, and Secured Party any applicable state securities laws. Further, Creditor in Creditor’s sole and absolute discretion, is hereby expressly authorized to sell such portion of the Collateral, or any part thereof, including by registering such Collateral on Form S-3 and/or including the sale of such Collateral in any other sale of equity that the Creditor may purchase effect, subject to obtaining all required regulatory approvals, if any, and/or opinion by legal counsel as is necessary or advisable in order that such sale may be effected legally without registration or qualification under applicable securities laws. Without limiting the generality of the foregoing, Creditor, in Creditor’s sole and absolute discretion, may approach and negotiate with a restricted number of potential purchasers to effect such sale or restrict such sale to a purchaser or purchaser who will represent and agree that such purchaser or purchasers are purchasing for his or their own account, for investment only, and not with a view to the distribution or sale of such unreleased portion of the Collateral or any part thereof. Any such sale shall be deemed to be a sale made in a commercially reasonable manner within the meaning of the Uniform Commercial Code of the State of California and Debtors hereby consent and agree that Creditor shall incur no responsibility or liability for selling all or any part of the unreleased portion of the Collateral at a price which is not unreasonably low, notwithstanding the possibility that a higher price might be realized if the sale were public. Should the Company desire to sell the Collateral into the public market, any such sale. Grantor acknowledges that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral andoccur so long as it does not occur during a blackout period, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time as defined in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to GrantorCompany’s xxxxxxx xxxxxxx policy. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreement.

Sale of Collateral. Secured Party Upon the occurrence and during the continuation of a Security Event of Default, in addition to exercising the foregoing rights, the Collateral Agent may sell any or all (x) to the extent permitted by applicable Law, arrange for and conduct a sale of the Collateral at a public or private sale, upon such terms and conditions sale (as Secured Party the Collateral Agent may deem proper, and Secured Party elect) which sale may purchase any be conducted by an employee or all representative of the Collateral at Agent, and any such salesale shall be conducted in a commercially reasonable manner, (y) release, temporarily or otherwise, to the Pledgor any item of Collateral of which the Collateral Agent has taken possession pursuant to any right granted to the Collateral Agent by this Agreement without waiving any rights granted to the Collateral Agent under this Agreement, the Credit Agreement, or the other Financing Documents. Grantor acknowledges that Secured Party may be unable to effect a public sale of all The Pledgor, in dealing with or any portion disposing of the Collateral because or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of certain legal and/or practical restrictions assets or to require, upon foreclosure, sales of assets in a particular order. The Pledgor also waives its right to challenge the reasonableness of any disclaimer of warranties, title and provisions which may the like made by the Collateral Agent in connection with a sale of the Collateral. Each successor of the Pledgor under the Financing Documents agrees that it shall be applicable bound by the above waiver, to the Collateral andsame extent as if such successor gave such waiver itself. The Pledgor also hereby waives, thereforeto the full extent it may lawfully do so, may be compelled to resort to one the benefit of all laws providing for rights of appraisal, valuation, stay or more private sales to a restricted group extension or of offerees and purchasersredemption after foreclosure now or hereafter in force. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if If the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare Agent sells any of the Collateral upon credit, the Pledgor will be credited only with payments actually made by the purchaser and received by the Collateral Agent. In the event the purchaser fails to pay for sale. Secured Party the Collateral, the Collateral Agent may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of resell the Collateral and the ObligationsPledgor shall be credited with the proceeds of the sale. In the event the Collateral Agent shall bid at any foreclosure or trustee’s sale or at any private sale permitted by Law and this Agreement, to any other Financing Document, the payment Collateral Agent may bid all or less than the amount of the Obligations, returning the excess proceeds, if any, . The Collateral Agent shall not be obligated to Grantormake any sale of Collateral regardless of whether or not notice of sale has been given. Grantor shall remain liable for The Collateral Agent may adjourn any amount remaining unpaid after such application, with interest public or private sale from time to time by announcement at the Default Ratetime and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Any notification of intended disposition The Pledgor further acknowledges and agrees that any offer to sell any part of the Collateral required by law that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation or (ii) made privately in the manner described herein to not less than fifteen (15) bona fide offerees shall be conclusively deemed reasonably and properly given if given by Secured Party at least ten (10to involve a “public disposition” for the purposes of Section 9-610(c) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security AgreementUCC.

Sale of Collateral. Secured Party may Upon the occurrence of any Event of ------------------ Default ,Pledgee shall have all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the State of California (the "UCC") and also may, without notice, except as specified below, at its option, sell all or any or all part of the Collateral Shares, for cash, notes or other property upon credit for future delivery or upon such other terms as Pledgee may deem commercially reasonable. Upon such sale, Pledgee, unless prohibited by a provision of any applicable statute, may purchase all or any part of the Shares being sold, free from and discharged of all trusts, claims, rights of redemption and equities of Pledgor. If the proceeds of any sale of the Shares shall be insufficient to pay all amounts due under the Note and satisfy the obligations of Pledgor under the Purchase Agreement and this Pledge Agreement, including collection costs and expenses of such sale, Pledgor shall remain obligated and liable for any deficiency with respect thereto. If, at any time when Pledgee shall determine to exercise its rights to sell all or any part of the Shares pursuant to this Section 8, such Shares, or the part thereof to be sold, shall not be effectively registered under the Act as then in effect or any similar statute then in force, subject to the provisions of Section 9 hereof, Pledgee, in its sole and absolute discretion, is hereby expressly authorized to sell such Shares, or any part thereof, by private sale in such manner and under such circumstances as Pledgee may deem necessary or advisable in order that such sale may be effectuated legally without such registration. Without limiting the generality of the foregoing, Pledgee, in its sole and absolute discretion, may approach and negotiate with a restricted number of potential purchasers to effectuate such sale or restrict such sale to a purchaser or purchasers who shall represent and agree that such purchaser or purchasers are purchasing for its or their own account, for investment only, and not with a view to the distribution or sale of such Shares or any part thereof. Any sale conducted in the manner described in the foregoing sentence shall be deemed to be a sale conducted in a commercially reasonable manner within the meaning of the UCC, and Pledgor hereby consents and agrees that Pledgee shall incur no responsibility or liability for selling all or any part of the Shares at a price which is not unreasonably low, notwithstanding the possibility that a substantially higher price might be realized if the sale were public. Pledgee shall not be obligated to make any sale of the Shares regardless of notice of sale having been given. Pledgee may adjourn any public or private sale, upon such terms sale from time to time by announcement at the time and conditions as Secured Party may deem properplace fixed therefor, and Secured Party may purchase any or all of the Collateral at any such sale. Grantor acknowledges that Secured Party may sale may, without further notice, be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one or more private sales to a restricted group of offerees and purchasers. Grantor consents to any such private sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Grantor. Grantor shall remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably time and properly given if given by Secured Party at least ten (10) calendar days before the date of such disposition. Grantor hereby confirms, approves and ratifies all acts and deeds of Secured Party relating place to the foregoing, and each part thereof, and expressly waives any and all claims of any nature, kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling or collecting any portion of the Collateral other than in the event of any intentional misconduct or gross negligence. Grantor consents to releases of the Collateral at any time (including prior to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Grantor expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement or assertion or non-enforcement of any rights or remedies under this Security Agreementwas so adjourned.