Common use of Sale of Collateral Clause in Contracts

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition (a) The power to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of effect any sale or other disposition shall be given to the Borrower at least ten (10a “Sale”) days before the time of any intended public sale or of the time after which any intended private sale or other disposition portion of the Collateral is shall not be exhausted by any one or more Sales as to be madeany portion of the Collateral remaining unsold, which but shall continue unimpaired until the Borrower hereby agrees entire Collateral shall be reasonable notice have been sold or all Secured Obligations shall have been paid. The Collateral Agent from time to time may postpone any public Sale by public announcement made at the time and place of such Sale. Collateral Agent hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) In connection with a Sale of all or any portion of the Collateral: (i) The Collateral Agent may bid for and purchase the property offered for sale, and upon compliance with the terms of sale or other disposition. may hold, retain and possess and dispose of such property, without further accountability; (ii) The Borrower agrees Collateral Agent may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to assembleany requirements of, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, and to the extent permissible under permitted by, applicable lawLaw in connection therewith, may purchase the whole all or any part portion 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Collateral Agent as a result of such Sale in accordance with Section 5.2 on the Distribution Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any lawful manner; Proceedings in connection therewith which are reimbursable to it; (ciii) collect The Collateral Agent shall execute and receive all rentsdeliver an appropriate instrument of conveyance prepared by the Servicer transferring its interest in any portion of the Collateral in connection with a Sale thereof; (iv) The Collateral Agent is, incomepursuant to Section 13.1 of this Agreement, revenue, earnings, issuesappointed the agent and attorney-in-fact of each Grantor to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof, and profits therefromto take all action necessary to effect such Sale; and and (dv) maintain, repair, renovate, alter No purchaser or remove transferee at such a Sale shall be bound to ascertain the Collateral as Agent’s authority, inquire into the Lender may determine in satisfaction of any conditions precedent or see to the Lender's discretionapplication of any monies.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Lender deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Lender's disposition of the Collateral. (b) The Lender, in the exercise of the Lender's rights and remedies upon default, may conduct one or more going out of business sales, in the Lender's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Lender and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Lender or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Lender or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Lender shall provide the Borrower with such notice as may be practicable under the circumstances), 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 applicable Law. Notice of any sale or other disposition shall be given to give the Borrower at least ten five (105) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees that such written notice shall satisfy all requirements for notice to assemblethe Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Lender's rights and remedies upon default. (d) The Lender may purchase the Collateral, or to cause to be assembledany portion of it at any sale held under this Article. (e) The Lender shall apply the proceeds of any exercise of the Lender's Rights and Remedies under this Article 11 towards the Liabilities in such manner, at the Borrower's own expenseand with such frequency, the Collateral at such place or places as the Lender shall designate. At any 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretiondetermines.

Sale of Collateral. In addition (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 804 hereof shall not be exhausted by any one or more Sales as to any other remedy provided hereinportion of the Collateral remaining unsold, but shall continue unimpaired until the Lender entire Collateral shall have been sold or all Outstanding Obligations shall have been paid in full. The Indenture Trustee at the direction of the Requisite Global Majority may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to timetime postpone any Sale by public announcement made at the time and place of such Sale. (b) Upon any Sale, whether made under the power of sale hereby given or under judgment, order or decree in any part Proceeding for the foreclosure or involving the enforcement of this Indenture: (i) the Indenture Trustee, at the written direction of the CollateralRequisite Global Majority, may bid for and purchase the property being sold, and upon compliance with the terms of such Sale may hold, retain and possess and dispose of such property in accordance with the terms of this Indenture; and (ii) the receipt of the Indenture Trustee or of any officer thereof making such Sale shall be a sufficient discharge to the purchaser or purchasers at such Sale for its or their purchase money, and such purchaser or purchasers, and its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Indenture Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misappropriation or non-application thereof. (c) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance provided to it transferring its interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition in any portion of the Collateral all expenses, including all expenses for legal servicesin connection with a Sale thereof. In addition, the Lender Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest (subject to lessees’ rights of quiet enjoyment) in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a Sale shall apply such proceeds toward be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale monies. (d) The Indenture Trustee acknowledges that its right to sell, transfer or other disposition shall be given to the Borrower at least ten (10) days before the time of otherwise convey any intended public sale Hedge Agreement 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assembletransaction outstanding thereunder, or to cause exercise foreclosure rights with respect thereto shall be subject to be assembled, at compliance with the Borrower's 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 extent permissible under applicable law, purchase the whole or any part provisions 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionHedge Agreement.

Sale of Collateral. In addition (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any other remedy portion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts secured by the Collateral shall have been paid. The Trustee may upon notice to the Noteholders and the Hedge Counterparty, and shall, upon direction of a Majority of the Controlling Class from time to time postpone any Sale by announcement made at the time and place of such Sale; provided hereinthat, if the Sale is rescheduled for a date more than 10 Business Days after the date of the determination by the Trustee pursuant to Section 5.5, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided, that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7. (b) The Trustee may bid for and acquire any portion of the Collateral in connection with a public Sale thereof, by crediting all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7. The Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any properly so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Collateral consists of securities not registered under the Securities Act (“Unregistered Securities”), the Lender Trustee may immediatelyseek an Opinion of Counsel, without advertisementor, sell at if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no-action position from the United States Securities and Exchange Commission or any other relevant federal or state regulatory authorities, regarding the legality of a public or private sale or otherwise realize uponof such Unregistered Securities (the costs of which, in Baltimoreeach case, Maryland, or elsewhere, shall be reimbursable to the whole or, from time Trustee pursuant to time, Section 6.8). (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral all expenses, including all expenses for legal servicesin connection with a sale thereof. In addition, the Lender Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale. No purchaser or transferee at such a sale shall apply such proceeds toward be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionMonies.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in existence, (1) Subject to the rights of any third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender’s gross negligence or willful misconduct; and (3) Upon request by Lender, Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the proceeds implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal servicesBorrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the manufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or Trademarks and to the distribution of said products, to Lender. (4) If, at any time when 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 applicable Law. Notice of any sale or other disposition shall be given determine to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is exercise its right to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Lender may, in its discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Lender may deem necessary or advisable, but subject to the Borrowerother requirements of this Article 7, which right is hereby waived and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender in its discretion may (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above in this Article 7, if any of the rights Shares shall not be freely distributable to the public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Lender shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and remedies conferred ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Lender under this SectionShares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any of its Subsidiaries and such Person’s intentions as to the holding of the Shares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Lender may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state securities laws. (5) Borrower recognizes that Lender may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the full extent permitted seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by applicable law: (a) enter upon the premises virtue of such sale being private. Lender shall be under no obligation to delay a sale of any of the BorrowerShares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, exclude therefrom or under applicable state securities laws, even if Borrower and/or 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 Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition 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 other remedy provided herein, premises of Borrower and take possession of the Lender may immediately, without advertisement, Collateral; and (iii) sell the Collateral or any part thereof in one (1) or more parcels at public or private sale or otherwise realize uponsale, in Baltimore, Maryland, at any of Lender's offices or elsewhere, the whole orat such time or times, from time to timefor cash, any part of the Collateralon credit, or any interest which for future delivery, and at such price or prices and upon such other terms as Lender may deem commercially reasonable. Borrower agrees that, to the Borrower may have therein. After deducting from the proceeds extent notice of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least law, ten (10) days before the time of any intended public sale or notice of the time after which and place of any intended private sale or other disposition of the Collateral is to be made, which the Borrower hereby agrees shall be constitute reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designatenotification. At any 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 if permitted by law, Lender may bid (which bid may be, in whole or in part, in the form of redemption on cancellation of indebtedness) for the part purchase of the Borrower, which right is hereby waived and releasedCollateral or any portion thereof for the account of Lender. Without limiting Borrower shall remain liable for any deficiency. Lender shall not be required to proceed against any Collateral but may proceed against Borrower directly. To 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 , Borrower hereby specifically waives all rights of the Borrowerredemption, exclude therefrom the Borrower stay, or appraisal that it has or may have under any entity connected therewith, and take immediate possession of the Collateral, either personally law now existing 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 control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionhereafter enacted.

Sale of Collateral. In addition The Collateral Agent or any Secured Party may be the purchaser of any portion of the Collateral at any 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 Parties, will be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any other remedy provided hereinportion of the Collateral sold at any such sale, to use and apply any of the Lender 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 each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay or appraisal that it now has or may immediatelyat any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, without advertisementto the extent notice of sale will be required by law, sell 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 or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to timetime 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 part 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, or . Each Grantor hereby waives any interest claims against the Collateral Agent arising by reason of the fact that the price at which the Borrower any Collateral may have thereinbeen 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. After deducting from If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all expensesthe Secured Obligations, including all expenses each Grantor will be liable for legal services, the Lender shall apply such proceeds toward deficiency and the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice fees of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of attorneys employed by the Collateral is Agent to be made, which the Borrower hereby collect such deficiency. Each Grantor further agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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 that a breach of any of the rights 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 remedies conferred upon 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 Lender under this SectionSecured Obligations becoming due and payable prior to their stated maturities. If the Collateral Agent sells any of the Collateral on credit, the Lender may, applicable Grantors will be credited only with payments actually made by purchaser and received by the Collateral Agent and applied to the full extent permitted by applicable law: (a) enter upon the premises indebtedness of the Borrower, exclude therefrom purchaser. In the Borrower or any entity connected therewith, and take immediate possession of event the purchaser fails to pay for 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 control the Collateral Agent may resell the Collateral and the applicable Grantors will be credited with proceeds of the sale. Nothing in this Section 5.2 will in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, way alter or remove the rights of the Collateral as the Lender may determine in the Lender's discretionAgent hereunder.

Sale of Collateral. In addition (a) The power to effect any sale of any portion of the Collateral pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more sales as to any other remedy portion of such Collateral remaining unsold, but shall continue unimpaired (subject to Section 5.5(d) in the case of sales pursuant to Section 5.5) until the entire Collateral shall have been sold or all amounts secured by the Collateral shall have been paid. The Trustee may and shall, upon written direction of a Majority of the Controlling Class, from time to time postpone any sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any sale; provided hereinthat the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such sale from the proceeds thereof notwithstanding the provisions of Section 6.7. (b) The Trustee may bid for and acquire any portion of the Collateral in connection with a public sale thereof. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Collateral consists of Unregistered Securities, the Lender Trustee may immediatelyseek an Opinion of Counsel, without advertisementor, sell at if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no-action position from the Securities and Exchange Commission or any other relevant federal or state regulatory authorities, regarding the legality of a public or private sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest, without recourse, representation or otherwise realize uponwarranty, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral all expenses, including all expenses for legal servicesin connection with a sale thereof. In addition, the Lender Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a sale thereof, and to execute and deliver any instruments and take all action (whether in its name or in the name of the Issuer) necessary to effect such sale. No purchaser or transferee at such a sale shall apply such proceeds toward be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionmonies.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Lender deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Lender's disposition of the Collateral. (b) The Lender, in the exercise of the Lender's rights and remedies upon default, may conduct one or more going out of business sales, in the Lender's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Lender and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Lender or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Lender or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Lender shall provide the Borrower with such notice as may be practicable under the circumstances), 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 applicable Law. Notice of any sale or other disposition shall be given to give the Borrower at least ten seven (107) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees that such written notice shall satisfy all requirements for notice to assemblethe Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Lender's rights and remedies upon default. (d) The Lender may purchase the Collateral, or to cause to be assembledany portion of it at any sale held under this Article. (e) If any of the Collateral is sold, at leased, or otherwise disposed of by the Borrower's own expenseLender on credit, the Collateral at Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Lender. (f) The Lender shall apply the proceeds of any exercise of the Lender's Rights and Remedies under this Article 11 towards the Liabilities in such place or places manner, and with such frequency, as the Lender shall designate. At any 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretiondetermines.

Sale of Collateral. In addition (a) The power to effect any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale of any portion of the Collateral Pool pursuant to Section 4.03 or otherwise realize uponSection 4.04 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, in Baltimorebut shall continue unimpaired until either the entirety of the Collateral Pool shall have been sold or all amounts payable on the Notes, Maryland, or elsewhere, the whole or, and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to time, time postpone any part sale by public announcement made at the time and place of the Collateral, or such sale. The Indenture Trustee hereby expressly waives its right to any interest amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Borrower may have therein. After deducting from Indenture Trustee is otherwise entitled under Section 5.04. (b) Subject to Section 4.15(c), the Indenture Trustee shall not sell the Collateral included in the Collateral Pool pursuant to Section 4.03 or Section 4.04, unless: (i) the Requisite Global Majority consents to or directs the Indenture Trustee to make the related sales; or (ii) the proceeds of sale such liquidation would be greater than or other disposition equal to the Aggregate Series Principal Balance plus all accrued and unpaid interest thereon. The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee or its designee to purchase all or any portion of the Collateral at any sale, public or private. (c) In connection with a sale of all expensesor any portion of the Collateral Pool: (i) any Holder or Holders of Notes may bid for and purchase the property offered for sale, including and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Collateral Pool in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuers to transfer and convey any such Issuer’s interest in any portion of the Collateral Pool in connection with a sale thereof, and to take all expenses for legal servicesaction necessary to effect such sale; and (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, the Lender shall apply such proceeds toward inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall moneys. For the avoidance of doubt, no Collateral may be given sold pursuant to this Section 4.15 unless an Event of Default has occurred and is continuing and the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionNotes have been accelerated.

Sale of Collateral. In addition (a) The power to effect any sale (a "Sale") of any portion of the Collateral pursuant to Section 6.3 shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral securing the Notes shall have been sold or all amounts payable under this Indenture with respect thereto shall have been paid. Any Sale conducted hereunder shall be completed in accordance with the applicable terms and provisions of the New York State Uniform Commercial Code. The Trustee may from time to time postpone any Sale by public announcement made at the time and place of such Sale. It is hereby expressly agreed that the Trustee is not limited to any amount fixed by law as compensation for any Sale, so long as the same shall be reasonable. (b) Any Noteholder may bid for and acquire any portion of the Collateral securing the Notes in connection with any Sale thereof. In lieu of paying cash for the entire purchase price therefor, such Noteholder, after deducting the costs, charges and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee in connection with such Sale may make settlement for any portion of the purchase price remaining by crediting against amounts owing on the Notes held by it or other remedy provided hereinamounts owing to such Noteholder secured by this Indenture, the Lender may immediatelyportion of the net proceeds of such Sale to which such Noteholder would be entitled hereunder. (c) The Issuer covenants and agrees that ten (10) Business Days prior notice of a Sale of the entirety of the Collateral by a public Sale is a commercially reasonable notice. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof, without advertisementwhich Sale shall be at the expense of the Issuer. In addition, sell the Servicer is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to cause the transfer and conveyance of the Issuer's interest in any portion of the Collateral in connection with a Sale thereof pursuant to the terms of this Indenture, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Servicer's or the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (e) Any amounts received by the Noteholders in connection with a public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 pursuant this Section shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is deemed to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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 conclusive and released. Without limiting the generality of any of the rights and remedies conferred binding upon the Lender under this Section, parties hereto and the Lender may, to the full extent permitted by applicable law: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral Noteholders shall have no liability in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionrespect hereto.

Sale of Collateral. In addition to any other remedy provided herein, The Administrative Agent shall give each Grantor ten days’ written notice (which such Grantor agrees is reasonable notice within the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part meaning of Section 9-611 of the Collateral, UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any interest which successor provisions)) of the Borrower may have therein. After deducting from the proceeds Administrative Agent’s intention to make any sale of sale or other disposition any of the Collateral all expensesowned or held by or on behalf of such Grantor. Such notice, including all expenses for legal servicesin the case of a public sale, 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before state the time and place for such sale and, in the case of any intended public a sale at a broker’s board or of on a securities exchange, shall state the time after board or exchange at which any intended private such sale or other disposition of the Collateral is to be made, made and the day on which the Borrower hereby agrees such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be reasonable notice of held at such sale time or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateAdministrative 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 other dispositioncause 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 Lender mayCollateral 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 permissible under permitted by applicable law, purchase the whole private) sale made pursuant to this Section, any Secured Party may bid for or any part of the Collateralpurchase, free (to the extent permitted by applicable law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is such Grantor (all said rights being also hereby waived and releasedreleased 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 Secured Party from such Grantor as a credit against the purchase price, and such Secured Party 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 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 of the Collateral 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 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 rights 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 remedies conferred upon the Lender under this Sectionfees, charges and disbursements of any counsel employed by the Lender mayAdministrative Agent or any other Secured Party to collect such deficiency, to (B) it hereby waives any claims against the full extent permitted Administrative Agent arising by applicable law: (a) enter upon the premises reason of the Borrowerfact 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, exclude therefrom even if the Borrower or any entity connected therewithAdministrative 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 take immediate possession of therefore agrees that its agreements in this Section may be specifically enforced, (D) the Administrative Agent may sell any such Collateral without giving any warranties as to such Collateral, either personally and the Administrative Agent may specifically disclaim any warranties of title 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, managelike, and control (E) the Collateral in Administrative Agent shall have no obligation to marshal any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionsuch Collateral.

Sale of Collateral. In addition (a) The power to effect any sale of any portion of Collateral described pursuant to Section 6.1 shall not be exhausted by any one or more sales as to any other remedy provided hereinportion of the Collateral remaining unsold, but shall continue unimpaired until proceeds of the Collateral permitted to be sold pursuant to Section 6.1 in an amount up to the aggregate Series Payoff Amount of the Trust Financings of the related Group shall have been sold or all amounts due to the related Group Creditors under this Agreement and the applicable Trust Financing Agreement have been paid in full. (b) To the extent permitted by applicable Law, the Lender may immediately, without advertisement, Master Collateral Agent shall not sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any portion thereof, pursuant to Section 6.1 except in accordance with Section 6.1(a)(iii). The foregoing provisions shall not preclude or limit the ability of the Master Collateral Agent to purchase all or any portion of Collateral at a private sale. (c) In connection with a sale of all or any portion of Collateral pursuant to and in accordance with Section 6.1: (i) any one or more Creditor Parties (other than the Depositor and its Affiliates) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Creditor may, in paying the purchase price therefor, deliver in lieu of cash, any Credit Extension of such Trust Financing or claims for interest which thereon for credit in the Borrower may have therein. After deducting from amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Credit Extensions, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Creditors of such Trust Financing after being appropriately stamped to show such partial payment; (ii) the Master Collateral Agent is hereby irrevocably appointed the agent and attorney-in-fact of the Trust to transfer and convey any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale; (iii) the Master Collateral Agent shall execute and deliver an appropriate instrument of conveyance transferring, without representation, warranty or recourse, any portion of the Collateral in connection with a sale thereof; and (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Master Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (d) Any sale of all or any portion of Collateral conducted in accordance with the terms of this Section 6.10 shall be deemed to be commercially reasonable. (e) The provisions of this Section 6.10 shall not be construed to restrict the ability of the Master Collateral Agent to exercise any rights and powers against the Trust or all or a portion of the Collateral that are vested in the Master Collateral Agent by this Agreement, including the power of the Master Collateral Agent to proceed against the Collateral subject to the Lien of this Agreement and to institute judicial proceedings for the collection of any deficiency remaining thereafter. (f) The purchase price received by the Master Collateral Agent in respect of any sale made in accordance with this Section 6.10 shall be deemed conclusive and binding on the parties hereto and the related Group Creditors and the proceeds of such sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral applied in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionaccordance with Section 9.4.

Sale of Collateral. In addition to any other remedy provided herein, After the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, occurrence and during the whole or, from time to time, any part continuance of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds an Event of Default: (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deem advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent' disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent' rights and remedies upon default, may conduct one or more going out of business sales, in the Collateral Agent' own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Borrower. The Collateral Agent and any such agents or contractors, in conjunction with any such sale, may augment the Inventory with other goods (all expenses, including all of which other goods shall remain the sole property of the Collateral Agent or such agents or contractors). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses for legal servicesincurred in their disposition) shall be the sole property of the Collateral Agent or such agents or contractors and neither any Borrower nor any Person claiming under or in right of any Borrower shall have any interest therein. Upon request of the Lead Borrower, the Lender Collateral Agent shall apply such proceeds toward promptly furnish, or cause to be furnished, to the satisfaction Lead Borrower a reconciliation of the Obligations. Any remainder amounts received from the augmentation of the proceeds after satisfaction Inventory and the allocation of costs and expenses thereto. (c) Unless the Collateral is perishable or threatens to decline speedily in full value, or is of a type customarily sold on a recognized market (in which event the Obligations Collateral Agent shall provide the Lead Borrower such notice as may be distributed as required by applicable Law. Notice of any sale or other disposition practicable under the circumstances), the Collateral Agent shall be given to give the Lead Borrower at least ten (10) days before prior notice, by authenticated record, of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. The Borrower agrees applicable law with respect to assemble, or to cause to be assembled, at the Borrower's own expense, exercise of the Collateral at such place or places as the Agent' rights and remedies upon default. (d) The Agent and any Revolving Credit Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may purchase the whole or any part of the Collateral, free from or any right portion of redemption on it at any sale held under this Article. (e) The Collateral Agent shall deliver the part proceeds of the Borrower, which right is hereby waived and released. Without limiting the generality Collateral Agent' exercise of any of the its rights and remedies conferred upon the Lender under this Section, the Lender may, default to the full extent permitted by applicable law: (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 Administrative Agent for application pursuant to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionSection 14.6 hereof.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Lender deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Lender's disposition of the Collateral. (b) The Lender, in the exercise of the Lender's rights and remedies upon default, may conduct one or more going out of business sales, in the Lender's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. To the extent permitted by law, the Lender and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Lender or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Lender or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Lender shall provide the Borrower with such notice as may be practicable under the circumstances), 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 applicable Law. Notice of any sale or other disposition shall be given to give the Borrower at least ten five (105) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees that such written notice shall satisfy all requirements for notice to assemblethe Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Lender's rights and remedies upon default. (d) The Lender may purchase the Collateral, or to cause to be assembledany portion of it at any sale held under this Article. (e) The Lender shall apply the proceeds of any exercise of the Lender's Rights and Remedies under this Article 11 towards the Liabilities in such manner, at the Borrower's own expenseand with such frequency, the Collateral at such place or places as the Lender shall designate. At any 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretiondetermines.

Sale of Collateral. In addition (a) The power to effect any sale of any portion of the Collateral pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more sales as to any other remedy portion of such Collateral remaining unsold, but shall continue unimpaired (subject to Section 5.5(d) in the case of sales pursuant to Section 5.5) until the entire Collateral shall have been sold or all amounts secured by the Collateral shall have been paid. The Trustee may and shall, upon written direction of a Majority of the Noteholders, from time to time postpone any sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any sale; provided hereinthat the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such sale from the proceeds thereof notwithstanding the provisions of Section 6.7. (b) The Trustee may bid for and acquire any portion of the Collateral in connection with a public sale thereof. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Collateral consists of Unregistered Securities, the Lender Trustee may immediatelyseek an Opinion of Counsel, without advertisementor, sell at if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Noteholders, seek a no-action position from the Securities and Exchange Commission or any other relevant federal or state regulatory authorities, regarding the legality of a public or private sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest, without recourse, representation or otherwise realize uponwarranty, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral all expenses, including all expenses for legal servicesin connection with a sale thereof. In addition, the Lender Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a sale thereof, and to execute and deliver any instruments and take all action (whether in its name or in the name of the Issuer) necessary to effect such sale. No purchaser or transferee at such a sale shall apply such proceeds toward be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionmonies.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in existence, (1) Subject to the rights of any third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Xxxxxx’s gross negligence or willful misconduct; and (3) Upon request by Xxxxxx, Xxxxxxxx will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the proceeds implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal servicesBorrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the manufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or Trademarks and to the distribution of said products, to Lender. (4) If, at any time when 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 applicable Law. Notice of any sale or other disposition shall be given determine to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is exercise its right to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Lender may, in its discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Lender may deem necessary or advisable, but subject to the Borrowerother requirements of this Article 7, which right is hereby waived and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender in its discretion may (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above in this Article 7, if any of the rights Shares shall not be freely distributable to the public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Lender shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and remedies conferred ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Lender under this SectionShares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any of its Subsidiaries and such Person’s intentions as to the holding of the Shares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Lender may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state securities laws. (5) Borrower recognizes that Lender may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the full extent permitted seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by applicable law: (a) enter upon the premises virtue of such sale being private. Lender shall be under no obligation to delay a sale of any of the BorrowerShares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, exclude therefrom or under applicable state securities laws, even if Borrower and/or 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 Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition (a) The power to effect any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale of any portion of the Collateral Pool pursuant to Section 4.03 or otherwise realize uponSection 4.04 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, in Baltimore, Maryland, but shall continue unimpaired until either the entirety of the Collateral Pool shall have been sold or elsewhere, all amounts payable on the whole or, Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to timetime postpone any sale by public announcement made at 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 under Section 5.04. (b) Subject to Section 4.15(c), the Indenture Trustee shall not sell the Collateral included in the Collateral Pool pursuant to Section 4.03 or Section 4.04, unless: (i) the Requisite Global Majority consents to or directs the Indenture Trustee to make the related sales; or (ii) the proceeds of such liquidation would be greater than or equal to the Aggregate Series Principal Balance. The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee or its designee to purchase all or any part portion of the Collateral at any sale, public or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b). (c) In the event that any Series of Notes is not fully paid on the applicable Rated Final Payment Date, the applicable Controlling Party shall have the right to require the sale of the Collateral, subject to Section 4.15(b) and (d). (d) In connection with a sale of all or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral Pool: (i) any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Collateral Pool in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuers to transfer and convey any such Issuer’s interest in any portion of the Collateral Pool in connection with a sale thereof, and to take all expensesaction necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, including all expenses for legal services, the Lender shall apply such proceeds toward inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any moneys; and (v) no purchaser or transferee at such a sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice have been a prior owner of such sale Collateral if such prior owner was STORE Capital or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionan Affiliate thereof.

Sale of Collateral. In addition (A) The power to effect any sale of any portion of the Collateral upon the occurrence and during the continuance of an Event of Default pursuant to this Article VI, the Security Agreement, the Pledge Agreement and the SAP Lockbox Account Control Agreement shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until all Collateral shall have been sold or until all Obligations (other remedy provided than contingent obligations not then due) hereunder have been paid in full. The Administrative Agent acting on its own or through an agent, may from time to time postpone any sale by public announcement made at the time and place of such sale. (B) Notwithstanding anything to the contrary set forth herein, but subject in all events to clause (v) of this Section 6.4(B), if the Administrative Agent (acting at the written direction of the Majority Lenders) elects to solicit and accept bids in connection with, and to sell or dispose of, the Collateral, the Administrative Agent shall deliver a notice (a “Collateral Sale Notice”) of such sale to the Borrower and the Lenders. The date of the intended sale of Collateral (the “Intended Collateral Sale Date”) need not be specified in the Collateral Sale Notice but shall be a date after the related Class B Purchase Right Termination Date described in Section 6.3(B). The Collateral Sale Notice shall include the following (including supporting detail) without duplication: (i) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid, (ii) the Obligations owing to the Class A Lenders expected to accrue through the Intended Collateral Sale Date (provided that any such amounts that are not earned or actually due and owing as of the Intended Collateral Sale Date shall not be required to be paid on the Intended Collateral Sale Date) and (iii) the amount of Class A Indemnified Liabilities. Following receipt of the Collateral Sale Notice: (i) The Class B Lenders shall have the right to purchase all (but not less than all) of the Collateral (the “Class B Collateral Purchase Right”) at a price equal to (without duplication) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid as of the Intended Collateral Sale Date and, subject to and in accordance with Section 10.5, Class A Indemnified Liabilities then outstanding and unpaid of which it is then aware (collectively, the “Class B Collateral Purchase Amount”). If any Class B Lender desires to exercise its Class B Collateral Purchase Right, it shall send a written notice (a “Class B Collateral Exercise Notice”) to the Administrative Agent no later than the thirtieth (30th) day after receipt of the Collateral Sale Notice (the “Class B Collateral Exercise Deadline”) irrevocably and unconditionally agreeing to purchase all (but not less than all) of the Collateral on a Business Day which is no later than the fifth (5th) Business Day following delivery of its Class B Collateral Exercise Notice (the “Class B Collateral Purchase Date”) at a price equal to the Class B Collateral Purchase Amount. (ii) If the Administrative Agent receives only one Class B Collateral Exercise Notice prior to the Class B Collateral Exercise Deadline, then the Class B Lender who delivered such Class B Collateral Exercise Notice shall be deemed to have exercised the Class B Collateral Purchase Right and shall be obligated to purchase all (but not less than all) of the Collateral on the Class B Collateral Purchase Date on terms and at a price equal to the Class B Collateral Purchase Amount. (iii) If the Administrative Agent receives more than one Class B Collateral Exercise Notice prior to the Class B Collateral Exercise Deadline (the senders of such Class B Collateral Exercise Notice, each a “Bidder”), the Administrative Agent shall schedule a meeting or conference call (the “Final Auction”) for 10:00 A.M. (or such other time as may immediatelybe acceptable to the Administrative Agent and each Bidder) on the date that is two (2) Business Days prior to the Class B Collateral Purchase Date. At such meeting or on such call, each Bidder shall be entitled to make one or more irrevocable and unconditional bids to purchase all (but not less than all) of the Collateral on the Class B Collateral Purchase Date at an all cash price greater than the Class B Collateral Purchase Amount. The Final Auction shall conclude upon the earlier of (a) the time when all Bidders (other than the Bidder who made the then highest bid) confirm they will not make any further bids and (b) thirty (30) minutes having elapsed since the making of the then highest bid. The Bidder that has made the highest bid when the Final Auction has concluded shall be deemed to have exercised the Class B Collateral Purchase Right and shall be obligated irrevocably and unconditionally to purchase all (but not less than all) of the Collateral on the Class B Collateral Purchase Date at a price equal to such highest bid. (iv) If the Administrative Agent receives no Class B Collateral Exercise Notice prior to the Class B Collateral Exercise Deadline or the sale of the Collateral is for any reason not consummated on the Class B Collateral Purchase Date, the Class B Collateral Purchase Right shall terminate automatically without advertisementnotice or any action required on the part of any Person and the Administrative Agent shall, sell subject to the terms of this Agreement, proceed with a sale of the Collateral (or rights or interests therein), at one or more public or private sale sales as permitted by law. Each of the Lenders may bid on and purchase the Collateral (or otherwise realize uponrights or interest therein) at such a sale. (v) Notwithstanding anything to the contrary contained in this Section 6.4(B), the Majority Lenders agree not to instruct the Administrative Agent to solicit and accept bids in Baltimore, Marylandconnection with, or elsewhereto sell or dispose of, the whole orCollateral following the occurrence of an Event of Default unless and until (i) no Class B Lender shall have duly delivered to the Administrative Agent pursuant to Section 6.3 a Class B Buyout Notice for such Class B Lender on or prior to the related Class B Purchase Right Termination Date or (ii) the Class B Lenders who have delivered timely Class B Buyout Notice(s) shall have failed to pay the Class B Buyout Amount for such Class B Lender in full on the related Class B Buyout Option Exercise Date all in accordance with Section 6.3. (C) If the Class B Lenders do not elect to exercise the Class B Collateral Purchase Right prior to the Class B Collateral Exercise Deadline, from time then the Administrative Agent shall sell the Collateral as otherwise set forth in this Section 6.4 and pursuant to timethe other Transaction Documents. The Class B Lenders shall also have the right to bid for and purchase the Collateral offered for sale at a public auction conducted by the Administrative Agent pursuant to this Section 6.4 and the other Transaction Documents and, upon compliance with the terms of any part such sale, may hold, retain and dispose of such property without further accountability therefor. Any Class B Lender purchasing Collateral at such a sale may set off the purchase price of such property against amounts owing to it in payment of such purchase price up to the full amount owing to it so long as the cash portion of such purchase price equals or exceeds either the (x) cash portion of the Collateralnext highest bidder in such auction or (y) amount required to pay off the Class A Obligations in full. (D) Unless otherwise stipulated at the time of sale, the Collateral or any interest which portion thereof are to be sold on an “as is-where is” basis. (E) The Administrative Agent shall incur no liability as a result of the Borrower may have therein. After deducting from the proceeds of sale (whether public or other disposition private) of the Collateral all expenses, including all expenses for legal services, or any part thereof at any sale pursuant to this Agreement conducted in a commercially reasonable manner and at the Lender shall apply such proceeds toward the satisfaction written direction of the ObligationsMajority Lenders. Any remainder Each of the proceeds after satisfaction Borrower and the Secured Parties hereby agrees that in full of the Obligations shall be distributed as required by applicable Law. Notice respect of any sale or other disposition shall be given of any of the Collateral pursuant to the Borrower at least ten (10) days before terms hereof, the time Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of Applicable Laws, or in order to obtain any intended public required approval of the sale or of the time after which purchaser by any intended private Governmental Authority, and the Borrower and the Secured Parties further agree that such compliance shall not, in and of itself, result in such sale being considered or other disposition deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable or accountable to the Borrower or the Secured Parties for any discount allowed by reason of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, fact that the Collateral at such place or places as the Lender shall designate. At any 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 thereof is sold in compliance with 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: (a) enter upon the premises of the Borrower, exclude therefrom the Borrower such limitation 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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionrestriction.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral all expensesmay be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, including all expenses for legal serviceshaving due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’s disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies upon default, may, subject to the terms of store leases and provisions of applicable law, conduct, or may require the Loan Parties to conduct, one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents and contractors. Subject to the terms of store leases such sale(s) may be conducted upon any premises owned, leased, or occupied by any Loan Party. Subject to applicable law, the Lender Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall apply such proceeds toward remain the satisfaction sole property of the ObligationsCollateral Agent or such agent or contractor). The Borrowers shall have no responsibility or liability for any such augmented inventory. Any remainder amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the proceeds after satisfaction costs and reasonable expenses incurred in full their disposition) shall be the sole property of the Obligations Collateral Agent or such agent or contractor and neither any Loan Party nor any Person claiming under or in right of any Loan Party shall have any interest therein. The proceeds of any such going out of business sale which is conducted by a Loan Party at the request of the Collateral Agent shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given first applied to the Borrower direct costs of such sale. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Borrowers’ Representative such notice as may be practicable under the circumstances), the Collateral Agent shall give the Borrowers’ Representative at least ten (10) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. applicable law with respect to the exercise of the Collateral Agent’s rights and remedies upon default. (d) The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expenseCollateral Agent, the Collateral at such place or places as the Administrative Agent, and any Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of it at any sale held under this Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent. (f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of the exercise by the Collateral Agent of its rights and remedies conferred upon the Lender under this Section, Article 11. The Administrative Agent shall apply the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises proceeds of the Borrower, exclude therefrom the Borrower or any entity connected therewith, Collateral Agent’s exercise of its rights 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 remedies upon default pursuant to do so; (b) at the Lender's option, use, operate, manage, this Article 11 in accordance with Sections 13.6 and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion13.7.

Sale of Collateral. In addition (a) The power to effect any sale of any portion of the Collateral pursuant to this Article IX shall not be exhausted by any one or more sales as to any other remedy provided hereinportion of the Collateral remaining unsold, but shall continue unimpaired until the Lender Collateral securing the Loan shall have been sold or all amounts payable on the Loan and under this Loan Agreement with respect thereto shall have been paid. The Agent, acting on its own or through an agent, may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to timetime postpone any sale by public announcement made at the time and place of such sale. (b) The Agent shall not, in any part of private sale, sell to a third party the Collateral, or any interest which portion thereof unless the Borrower may have therein. After deducting from Controlling Party directs the Agent, in writing, to make such sale or unless either (i) the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or liquidation are sufficient to discharge in full the amounts then due and unpaid upon the Loan for principal and accrued interest and the fees and all other disposition. The Borrower agrees to assemble, or to cause amounts required to be assembled, at paid pursuant the Borrower's own expensePriority of Payments or (ii) so long as the Guarantee Issuance Agreement remains in effect and the Guarantor has made all required payments pursuant to the Guarantee Issuance Agreement, the Collateral at such place or places as Guarantor consents thereto. (c) The Agent, the Lender shall designate. At any such sale or other dispositionGuarantor, the Lender may, and the Originator shall have the right to the extent permissible under applicable law, purchase the whole or notice of and to bid for and acquire any part portion of the CollateralCollateral in connection with a public or private sale thereof, free from any right and in lieu of redemption paying cash therefor, such Person may make settlement for the purchase price by crediting against amounts owing on the part Loan or other amounts owing to such Person secured by this Loan Agreement, that portion of the Borrowernet proceeds of such sale to which such Person would be entitled, which right is hereby waived after deducting the reasonable costs, charges and released. Without limiting expenses incurred by the generality of any of Agent, the rights and remedies conferred upon Guarantor or the Lender under this Sectionin connection with such sale. The Loan Note need not be produced in order to complete any such sale, or in order for the net proceeds of such sale to be credited against the Loan. The Agent, the Guarantor, the Lender mayand the Originator may hold, to the full extent permitted by applicable law: (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 do so; (b) at the Lender's option, uselease, operate, manage, manage or otherwise deal with any property so acquired in any manner permitted by law. (d) The Agent shall execute and control deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a sale thereof. In addition, the Agent is hereby irrevocably appointed the agent and attorney-in-fact of the Borrower to transfer and convey its interest in any lawful manner; (c) collect and receive all rentsportion of the Collateral in connection with a sale thereof, income, revenue, earnings, issuespursuant to this Section 9.15, and profits therefrom; to take all action necessary to effect such sale. No purchaser or transferee at such a sale shall be bound to ascertain the Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (e) The method, manner, time, place and (d) maintain, repair, renovate, alter terms of any sale of all or remove any portion of the Collateral as shall be commercially reasonable and conducted in accordance with Applicable Law; provided that if the Agent, the Guarantor, the Lender or the Originator is the highest bidder for the Collateral or any portion thereof, the Agent shall sell such portion of the Collateral to such Person. (f) In connection with any sale of any portion of the Collateral pursuant to this Article IX, the Guarantor may determine at its sole discretion (but shall not be required to) if requested by the holders of the ABS Notes corresponding to Component 2, instruct the Agent to transfer to the Lender (for further distribution to such holders) a representative sample of Solar Loans with an aggregate Solar Loan Balance equal to the Initial Component 2 Percentage Interest of the Aggregate Solar Loan Balance in lieu of distributing cash proceeds of such sale to the Lender's discretion. The selection of a representative sample pursuant to this Section 9.15(f) shall be conducted by an Independent Accountant.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Subject to applicable law, any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Subject to applicable law, Lender may, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in existence, (1) Subject to the rights of any third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender’s gross negligence or willful misconduct; and (3) Upon request by Lender, Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the proceeds implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal servicesBorrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the manufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or Trademarks and to the distribution of said products, to Lender. (4) If, at any time after the occurrence and during the continuance of an Event of Default, when 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 applicable Law. Notice of any sale or other disposition shall be given determine to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is exercise its right to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Lender may, in its discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Lender may deem necessary or advisable, but subject to the Borrowerother requirements of this Article 7, which right is hereby waived and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender in its discretion may (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above in this Article 7, if any of the rights Shares shall not be freely distributable to the public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Lender shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and remedies conferred ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Lender under this SectionShares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any of its Subsidiaries and such Person’s intentions as to the holding of the Shares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Lender may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state securities laws. (5) Borrower recognizes that Lender may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the full extent permitted seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by applicable law: (a) enter upon the premises virtue of such sale being private. Lender shall be under no obligation to delay a sale of any of the BorrowerShares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, exclude therefrom or under applicable state securities laws, even if Borrower and/or 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 Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition 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 other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize uponof Collateral. Such notice, in Baltimorethe case of a public sale, Marylandshall state the time and place for such sale and, in the case of a sale at a broker’s board or elsewhereon a securities exchange, shall state the whole or, from time board or exchange at which such sale is to time, any part of be made and the day on which the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of portion thereof, will first be offered for sale at such board or other disposition of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction of the Obligationsexchange. Any remainder of the proceeds after satisfaction in full of the Obligations such public sale shall be distributed as required by applicable Law. Notice of any sale held at such time or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateAdministrative 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 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 other dispositioncause the same to be adjourned from time to time by announcement at the time and place fixed for sale, the Lender and such sale may, without further notice, be made at the time and place to which the extent permissible under applicable law, purchase the whole same was so adjourned. In case any sale of all or any part of the CollateralCollateral 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 law, private) sale made pursuant to this Section 6.01, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is any Grantor (all said rights being also 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, released to the full extent permitted by applicable law: (a) enter ), the Collateral or any part thereof offered for sale and such Secured Party may, upon compliance with the premises terms of sale, hold, retain and dispose of such property without further accountability to any Grantor 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 Grantor shall be entitled to the return of the Borrower, exclude therefrom the Borrower Collateral or any entity connected therewithportion 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 take immediate possession the Obligations 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 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 Collateral, either personally UCC 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 control the Collateral its equivalent in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionother jurisdictions.

Sale of Collateral. In addition to any other remedy provided herein, The Collateral Agent shall give each Grantor ten days’ written notice (which such Grantor agrees is reasonable notice within the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part meaning of Part 6 of Article 9 of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition UCC) 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 applicable Law. Notice Agent’s intention to make any sale of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition 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, made and the day on which the Borrower hereby agrees such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be reasonable notice of held at such sale time or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateCollateral 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 other dispositioncause 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 Lender mayCollateral 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 permissible under permitted by applicable law, purchase the whole private) sale made pursuant to this Section, any Secured Party may bid for or any part of the Collateralpurchase, free (to the extent permitted by applicable law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is such Grantor (all said rights being also hereby waived and releasedreleased 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 Secured Party from such Grantor as a credit against the purchase price, and such Secured Party 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 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 of the Collateral 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 Obligations paid in full. 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 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. Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the rights 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 remedies conferred upon the Lender under this Sectionfees, charges and disbursements of any counsel employed by the Lender mayCollateral Agent or any other Secured Party to collect such deficiency, to (B) it hereby waives any claims against the full extent permitted Collateral Agent arising by applicable law: (a) enter upon the premises reason of the Borrowerfact 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, exclude therefrom even if the Borrower or any entity connected therewithCollateral 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 take immediate possession of 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, either personally and the Collateral Agent may specifically disclaim any warranties of title 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, managelike, and control (E) the Collateral in Agent shall have no obligation to xxxxxxxx any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionsuch Collateral.

Sale of Collateral. In addition to any other remedy provided herein, upon the Lender occurrence of an EVENT OF DEFAULT, the ADMINISTRATIVE AGENT, in a commercially reasonable fashion, may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateralall COLLATERAL which is personal property, or any interest which the Borrower BORROWER may have therein. Pending any such action, the ADMINISTRATIVE AGENT may collect and liquidate the COLLATERAL. After deducting from the proceeds of sale or other disposition of the Collateral such COLLATERAL all expenses, including all expenses for legal services, the Lender ADMINISTRATIVE AGENT shall apply such proceeds toward the satisfaction of the ObligationsOBLIGATIONS. Any remainder of the proceeds after satisfaction in full of the Obligations OBLIGATIONS shall be distributed as required by applicable LawLAW. Notice of any sale or other disposition (other than sales or other dispositions of COLLATERAL which is perishable or threatens to decline speedily in value or of a type customarily sold on a recognized market) shall be given to the Borrower at least BORROWER not less than ten (10) calendar days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral COLLATERAL is to be made, which the Borrower BORROWER hereby agrees shall would be commercially reasonable notice of such sale or other disposition. The Borrower BORROWER agrees to assemble, or to cause to be assembled, at the Borrower's own BORROWER’S expense, the Collateral COLLATERAL at such place or places as the Lender shall designateADMINISTRATIVE AGENT designates. At any such sale or other disposition, the Lender ADMINISTRATIVE AGENT may, to the extent permissible under applicable law, purchase the whole or any part of the CollateralCOLLATERAL, free from any right of redemption on the part of the BorrowerBORROWER, which right is hereby waived and releasedreleased to the extent lawfully permitted. Without limiting the generality of any of the rights and remedies conferred upon the Lender ADMINISTRATIVE AGENT under this Section, the Lender ADMINISTRATIVE AGENT may, to the full extent permitted by applicable law: (a) enter upon the premises of the BorrowerBORROWER, exclude therefrom the Borrower BORROWER or any entity PERSON connected therewith, and take immediate possession of the CollateralCOLLATERAL, 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 ADMINISTRATIVE AGENT’S option, use, operate, manage, and control the Collateral COLLATERAL in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionCOLLATERAL.

Sale of Collateral. In addition Subject to any other remedy provided hereinSection 6 of Part 2 of the Supplement, upon the occurrence and during the continuance of an Event of Default, Lender may immediately, without advertisement, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in effect, (1) Subject to the rights of any third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender’s gross negligence or willful misconduct; and (3) Upon request by Lender, Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the proceeds implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal servicesBorrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the manufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or Trademarks and to the distribution of said products, to Lender. (4) If, at any time when 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 applicable Law. Notice of any sale or other disposition shall be given determine to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is exercise its right to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Lender may, in its discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Lender may deem necessary or advisable, but subject to the Borrowerother requirements of this Article 7, which right is hereby waived and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender in its discretion may (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above in this Article 7, if any of the rights Shares shall not be freely distributable to the public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Lender shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and remedies conferred ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Lender under this SectionShares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any of its Subsidiaries and such Person’s intentions as to the holding of the Shares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Lender may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state securities laws. (5) Borrower recognizes that Lender may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the full extent permitted seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by applicable law: (a) enter upon the premises virtue of such sale being private. Lender shall be under no obligation to delay a sale of any of the BorrowerShares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, exclude therefrom or under applicable state securities laws, even if Borrower and/or 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 Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase the whole or any part of the Collateral, free from any right at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption on and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the BorrowerCollateral on credit or for future delivery, which right the Collateral so sold may be retained by Lender until the selling price is hereby waived and releasedpaid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in effect, (1) Subject to the rights of any of third parties, and any existing licenses or sublicenses, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies conferred upon the Lender under this Section, the Lender mayof Borrower in, to the full extent permitted by applicable law: (a) enter upon the premises of the Borrowerand under any Copyright Licenses, exclude therefrom the Borrower Patent Licenses or Trademark Licenses and take or refrain from taking any entity connected therewithaction under any thereof, and take immediate possession Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of or relating to, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender's gross negligence or willful misconduct; and (3) Upon request by Lender, Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the Collateralimplementation of any lease, either personally assignment, license, sublicense, grant of option, sale or by means other disposition of a receiver appointed by a court Copyright, Patent or Trademark. In the event of competent jurisdictionany such disposition pursuant to this clause 3, using all necessary force Borrower shall cooperate with Lender and use reasonable efforts to do so; (b) at assist Lender with respect to its know-how and information relating to the Lender's option, use, operate, manageproducts or services made or rendered in connection with the products bearing Trademarks, and control its information relating to the Collateral in any lawful manner; (c) collect and receive all rentsdistribution of said products, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the to Lender's discretion.

Sale of Collateral. In addition (a) The power to effect any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale of any portion of the Collateral Pool pursuant to Section 4.03 or otherwise realize uponSection 4.04 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, in Baltimorebut shall continue unimpaired until either the entirety of the Collateral Pool shall have been sold or all amounts payable on the Notes, Marylandto the Insurers, or elsewhere, the whole or, and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to timetime postpone any sale by public announcement made at 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 under Section 5.04. (b) Subject to Section 4.15(c), the Indenture Trustee shall not sell the Collateral included in the Collateral Pool pursuant to Section 4.03 or Section 4.04, unless: (i) the Requisite Global Majority consents to or directs the Indenture Trustee to make the related sales; or (ii) the proceeds of such liquidation would be greater than or equal to the Aggregate Series Principal Balance plus all accrued and unpaid interest, and any part amounts owed to the Insurers. The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee or its designee to purchase all or any portion of the Collateral at any sale, public or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b). (c) In the event that any Series of Notes is not fully paid on the applicable Legal Final Payment Date, the applicable Controlling Party shall have the right to require the sale of the Collateral, subject to Section 4.15(b) and (d). (d) In connection with a sale of all or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral Pool: (i) any Holder or Holders of Notes or Insurer may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Collateral Pool in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuers to transfer and convey any such Issuer’s interest in any portion of the Collateral Pool in connection with a sale thereof, and to take all expensesaction necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, including all expenses for legal services, the Lender shall apply such proceeds toward inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any moneys; and (v) no purchaser or transferee at such a sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice have been a prior owner of such sale Collateral if such prior owner was Spirit Finance or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionan Affiliate thereof.

Sale of Collateral. In addition to any other remedy provided herein, The Administrative Agent shall give each Grantor ten days’ written notice (which such Grantor agrees is reasonable notice within the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part meaning of Section 9-611 of the Collateral, Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions (or any interest which successor provisions)) of the Borrower may have therein. After deducting from the proceeds Administrative Agent’s intention to make any sale of sale or other disposition any of the Collateral all expensesowned or held by or on behalf of such Grantor. Such notice, including all expenses for legal servicesin the case of a public sale, 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before state the time and place for such sale and, in the case of any intended public a sale at a broker’s board or of on a securities exchange, shall state the time after board or exchange at which any intended private such sale or other disposition of the Collateral is to be made, made and the day on which the Borrower hereby agrees such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be reasonable notice of held at such sale time or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateAdministrative 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 other dispositioncause 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 Lender mayCollateral 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 permissible under permitted by applicable law, purchase the whole private) sale made pursuant to this Section, any Secured Party may bid for or any part of the Collateralpurchase, free (to the extent permitted by applicable law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is such Grantor (all said rights being also hereby waived and releasedreleased 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 Secured Party from such Grantor as a credit against the purchase price, and such Secured Party 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 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 of the Collateral 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 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 rights 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 remedies conferred 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 specifically enforced, (D) the Administrative Agent may sell any such Collateral without giving any warranties as to such Collateral, and the Administrative Agent may specifically disclaim any warranties of title or the like, and (E) the Administrative Agent shall have no obligation to marshal 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-cash items shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon the Lender under this Sectionreceipt by such Grantor, the Lender may, be turned over to the full extent permitted Administrative Agent in the exact form received by applicable law: such Grantor (a) enter upon duly endorsed by such Grantor to the premises of Administrative Agent, if required). All Proceeds received by the BorrowerAdministrative Agent hereunder shall, exclude therefrom pending application thereof as set forth in Section 5.2, be held by the Borrower or any entity connected therewith, Administrative Agent in a collateral account maintained under its sole dominion and take immediate possession of control. All Proceeds while held by the Collateral, either personally Administrative Agent in a collateral account (or by means of a receiver appointed by a court of competent jurisdiction, using such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all necessary force to do so; (b) at the Lender's option, use, operate, manage, Obligations and control the Collateral shall not constitute payment thereof until applied as provided in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionSection 5.2.

Sale of Collateral. In addition to any other remedy provided herein, The Collateral Agent shall give each Grantor ten days' written notice (which such Grantor agrees is reasonable notice within the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part meaning of Section 9-504(3) of the Collateral, UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any interest which successor provisions, including those contained in Part 6 of Article 9 of the Borrower may have therein. After deducting from the proceeds of sale or other disposition UCC)) 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 applicable Law. Notice Agent's intention to make any sale of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition 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, made and the day on which the Borrower hereby agrees such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be reasonable notice of held at such sale time or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateCollateral 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 other dispositioncause 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 Lender mayCollateral 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 permissible under permitted by applicable law, purchase the whole private) sale made pursuant to this Section, any Secured Party may bid for or any part of the Collateralpurchase, free (to the extent permitted by applicable law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is such Grantor (all said rights being also hereby waived and releasedreleased 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 Secured Party from such Grantor as a credit against the purchase price, and such Secured Party 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 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 of the Collateral 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 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 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 rights 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 remedies conferred upon the Lender under this Sectionfees, charges and disbursements of any counsel employed by the Lender mayCollateral Agent or any other Secured Party to collect such deficiency, to (B) it hereby waives any claims against the full extent permitted Collateral Agent arising by applicable law: (a) enter upon the premises reason of the Borrowerfact 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, exclude therefrom even if the Borrower or any entity connected therewithCollateral 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 take immediate possession of 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, either personally and the Collateral Agent may specifically disclaim any warranties of title 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, managelike, and control (E) the Collateral in Agent shall have no obligation to xxxxxxxx any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionsuch Collateral.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral all expensesmay be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, including all expenses for legal serviceshaving due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’s disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies upon default, may, subject to the terms of store leases and provisions of applicable law, conduct, or may require the Loan Parties to conduct, one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents and contractors. Subject to the terms of store leases such sale(s) may be conducted upon any premises owned, leased, or occupied by any Loan Party. Subject to applicable law, the Lender Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall apply such proceeds toward remain the satisfaction sole property of the ObligationsCollateral Agent or such agent or contractor). The Borrowers shall have no responsibility or liability for any such augmented inventory. Any remainder amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the proceeds after satisfaction costs and reasonable expenses incurred in full their disposition) shall be the sole property of the Obligations Collateral Agent or such agent or contractor and neither any Loan Party nor any Person claiming under or in right of any Loan Party shall have any interest therein. The proceeds of any such going out of business sale which is conducted by a Loan Party at the request of the Collateral Agent shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given first applied to the Borrower direct costs of such sale. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Borrowers’ Representative such notice as may be practicable under the circumstances), the Collateral Agent shall give the Borrowers’ Representative at least ten (10) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. applicable law with respect to the exercise of the Collateral Agent’s rights and remedies upon default. (d) The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expenseCollateral Agent, the Collateral at such place or places as the Administrative Agent, and any Revolving Credit Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of it at any sale held under this Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent. (f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of the exercise by the Collateral Agent of its rights and remedies conferred upon the Lender under this Section, Article 11. The Administrative Agent shall apply the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises proceeds of the Borrower, exclude therefrom the Borrower or any entity connected therewith, Collateral Agent’s exercise of its rights 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 remedies upon default pursuant to do so; (b) at the Lender's option, use, operate, manage, this Article 11 in accordance with Sections 13.5 and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion13.6.

Sale of Collateral. In addition Each purchaser at any sale pursuant to this Agreement shall hold the property sold absolutely, free from any claim or right on the part of a Debtor, and each Debtor hereby waives, to the fullest extent permitted by applicable Laws, all rights of redemption, stay and appraisal which each such Debtor now has or may at any time in the future 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 remedy provided hereinapplicable requirement of Law, in the Lender may immediatelyconduct 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 advertisementnotice or publication, sell at adjourn any public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, cause the whole or, same to be adjourned from time to timetime by announcement at the time and place fixed for sale, any part of and such sale may, without further notice, be made at the Collateral, or any interest time and place to which the Borrower may have thereinsame was so adjourned. After deducting from To the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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 fullest extent permitted by applicable law: (a) enter 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 premises 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 Borrower, exclude therefrom the Borrower Collateral or any entity connected therewithportion 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 take immediate possession the Secured Obligations paid in full. To the fullest extent permitted by applicable Laws, any sale pursuant to the provisions 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; this subsection (b) at shall be deemed to conform to the Lender's option, use, operate, manage, and control commercially reasonable standards as provided in Section 9A-610(b) of the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionUCC.

Sale of Collateral. In addition to any other remedy provided herein, exercising the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expenseforegoing rights, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender Agent may, to the extent permissible permitted by applicable Laws and subject to the Orders, arrange for and conduct the sale of the Collateral at a public or private sale (as the Collateral Agent may elect) which sale may be conducted by an employee or representative of the Collateral Agent, and any such sale shall be conducted in a commercially reasonable manner. The Collateral Agent may release, temporarily or otherwise, to the applicable Borrower 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 applicable lawthis Agreement, purchase the whole other Financing Documents or any other agreement related hereto or thereto. Each Borrower, 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 the Collateralassets or to require, free from any right upon foreclosure, sales of redemption on the part of the Borrower, which right is hereby waived and releasedassets in a particular order. Without limiting the generality Each successor of any of Borrower under the rights and remedies conferred upon Financing Documents agrees that it shall be bound by the Lender under this Sectionabove waiver, to the Lender maysame extent as if such successor gave the waiver itself. Each Borrower also hereby waives, to the full extent permitted by applicable law: (a) enter upon it may lawfully do so, the premises benefit of all laws providing for rights of appraisal, valuation, stay, extension or redemption after foreclosure now or hereafter in force. If the Collateral Agent sells any of the BorrowerCollateral upon credit, exclude therefrom the Borrower or any entity connected therewith, in respect of such Collateral will be credited only with payments actually made by the purchaser and take immediate possession of received by the Collateral Agent. In the event the purchaser fails to pay for the Collateral, either personally the Collateral Agent may resell the Collateral and the relevant 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 means Law and this Agreement or any other Financing Document, the Collateral Agent may bid all or less than the amount of a receiver appointed the Obligations. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of whether or not notice of sale has been given. The Collateral Agent may adjourn any public or private sale from time to time by a court of competent jurisdiction, using all necessary force to do so; (b) announcement at the Lender's option, use, operate, managetime and place fixed therefor, and control such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Borrower further acknowledges and agrees that any offer to sell any part of the Collateral that has been (i) publicly advertised on a bona fide basis in any lawful manner; a newspaper or other publication of general circulation or (cii) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine made privately in the Lender's discretionmanner described herein to not less than fifteen (15) bona fide offerees shall be deemed to involve a "public disposition" for the purposes of Section 9-610(c) of the UCC.

Sale of Collateral. In addition (a) The power to effect any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale of any portion of the Trust Estate pursuant to Section 9.3 or otherwise realize uponSection 9.4 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, in Baltimore, Maryland, but shall continue unimpaired until either the entirety of the Trust Estate shall have been sold or elsewhereall amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. Subject to Section 9.6(b), the whole or, Indenture Trustee may from time to timetime postpone any sale by public announcement made at 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 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 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 may be agreed to in writing by the Holders of 100% of the Class A, Class B, Class C, Class D, and 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 part Noteholder or their Affiliates to purchase all or any portion of the Collateral at any sale, public or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 9.6(b). (b) In the event that any Class of Notes is not fully paid on the Final Stated Maturity Date, the Required Noteholders shall have the right to require the sale of the Collateral, subject to Section 9.6(b) and (d). (c) In connection with a sale of all or any portion of the Trust Estate pursuant to this Section 9.6: (i) any Holder or Holders of Notes and the Seller, or its Affiliates, may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and any Holder or Holders of Notes may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the Borrower may have therein. After deducting net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver, without recourse, such instrument of conveyance transferring its interest in any portion of the Trust Estate delivered to it by the related purchaser in connection with a sale thereof and releasing such portion of the Trust Estate from the proceeds lien of sale or other disposition this Indenture; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Collateral Issuer to transfer and convey any of the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all expensesaction necessary to effect such sale; and (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, including all expenses for legal services, the Lender shall apply such proceeds toward inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder application of any moneys. (d) On the Payment Date following a Sale, the Securities Intermediary on behalf of the proceeds after satisfaction Indenture Trustee shall apply all amounts on deposit in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expensePayment Account, the Collateral at Buyer’s Account and the Reserve Account on such place or places as date to make payments in the Lender shall designate. At any such sale or other disposition, the Lender mayfollowing order of priority: (i) on a pro rata basis, to the extent permissible Indenture Trustee, the Owner Trustee, the Note Calculation Agent, the Mortgage Loan Custodian, the Custodian, the Servicer, the Diligence Provider, the Delinquent Loan Reviewer and the Standby Servicer in respect of all accrued and unpaid fees, expenses and indemnities due and payable to such parties under applicable law, purchase the whole Indenture or any part other Program Agreements (to the extent not paid from any other account or other party); (ii) to the Holders of the CollateralClass A Notes, free from any right of redemption on the part Interest Payment Amount for the Class A Notes for such Payment Date; (iii) to the Holders of the BorrowerClass A Notes, which right is hereby waived and released. Without limiting as principal, in an amount necessary to reduce the generality of any Note Balance of the rights and remedies conferred upon Class A Notes to zero; (iv) to the Lender under this SectionHolders of the Class A Notes, any Basis Risk Shortfall Amount for the Class A Notes for such Payment Date; (v) to the Holders of the Class B Notes the Interest Payment Amount for the Class B Notes for such Payment Date; (vi) to the Holders of the Class B Notes, as principal, in an amount necessary to reduce the Note Balance of the Class B Notes to zero; (vii) to the Holders of the Class B Notes, any Basis Risk Shortfall Amount for the Class B Notes such Payment Date; (viii) to the Holders of the Class C Notes, the Lender may, Interest Payment Amount for the Class C Notes for such Payment Date; (ix) to the full extent permitted by applicable law: (a) enter upon the premises Holders of the BorrowerClass C Notes, exclude therefrom as principal, in an amount necessary to reduce the Borrower or any entity connected therewith, and take immediate possession Note Balance of the CollateralClass C Notes to zero; (x) to the Holders of the Class C Notes, either personally any Basis Risk Shortfall Amount for the Class C Notes for such Payment Date; (xi) to the Holders of the Class D Notes, the Interest Payment Amount for the Class D Notes for such Payment Date; (xii) to the Holders of the Class D Notes, as principal, in an amount necessary to reduce the Note Balance of the Class D Notes to zero; (xiii) to the Holders of the Class D Notes, any Basis Risk Shortfall Amount for the Class D Notes for such Payment Date; (xiv) to the Holders of the Class E Notes, the Interest Payment Amount for the Class E Notes for such Payment Date; (xv) to the Holders of the Class E Notes, as principal, in an amount necessary to reduce the Note Balance of the Class E Notes to zero; (xvi) to the Holders of the Class E Notes, any Basis Risk Shortfall Amount for the Class E Notes for such Payment Date; (xvii) to the Holders of the Class F Notes, the Interest Payment Amount for the Class F Notes for such Payment Date; (xviii) to the Holders of the Class F Notes, as principal, in an amount necessary to reduce the Note Balance of the Class F Notes to zero; (xix) to the Holders of the Class F Notes, any Basis Risk Shortfall Amount for the Class F Notes for such Payment Date; (xx) to the Holders of the Class G Notes, the Interest Payment Amount for the Class G Notes for such Payment Date; (xxi) to the Holders of the Class G Notes, as principal, in an amount necessary to reduce the Note Balance of the Class G Notes to zero; (xxii) to the Holders of the Class G Notes, any Basis Risk Shortfall Amount for the Class G Notes for such Payment Date; and (xxiii) to, 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 optiondirection of, usethe holders of the Trust Certificates, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionremaining amounts.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’s disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Obligor. The Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither the Obligors nor any Person claiming under or in right of the Obligors shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Lender Collateral Agent shall apply such proceeds toward give the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Lead Borrower at least ten Ten (10) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . The Obligors agree that such written notice shall satisfy all requirements for notice to the Obligors which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. The Borrower agrees applicable law with respect to assemble, or to cause to be assembled, at the Borrower's own expense, exercise of the Collateral at such place Agent’s rights and remedies upon default. (d) The Collateral Agent or places as the Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, Lenders may credit bid and may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of it at any sale held under this Article XI. (e) If any of the rights and remedies conferred upon Collateral is sold, leased, or otherwise disposed of by the Lender under this SectionCollateral Agent on credit, the Lender may, Liabilities shall not be deemed to the full extent permitted have been reduced as a result thereof unless and until payment is finally received thereon by applicable law: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionAgent.

Sale of Collateral. In addition to any other remedy provided herein, The Collateral Agent shall give each Grantor ten days' written notice (which such Grantor agrees is reasonable notice within the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part meaning of Section 9-504(3) of the Collateral, UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any interest which successor provisions, including those contained in Part 6 of Article 9 of the Borrower may have therein. After deducting from the proceeds of sale or other disposition UCC)) 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 applicable Law. Notice Agent's intention to make any sale of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition 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, made and the day on which the Borrower hereby agrees such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be reasonable notice of held at such sale time or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateCollateral 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 other dispositioncause 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 Lender mayCollateral 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 permissible under permitted by applicable law, purchase the whole private) sale made pursuant to this Section, any Secured Party may bid for or any part of the Collateralpurchase, free (to the extent permitted by applicable law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is such Grantor (all said rights being also hereby waived and releasedreleased 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 Secured Party from such Grantor as a credit against the purchase price, and such Secured Party 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 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 of the Collateral 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 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 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 rights 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 remedies conferred upon the Lender under this Sectionfees, charges and disbursements of any counsel employed by the Lender mayCollateral Agent or any other Secured Party to collect such deficiency, to (B) it hereby waives any claims against the full extent permitted Collateral Agent arising by applicable law: (a) enter upon the premises reason of the Borrowerfact 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, exclude therefrom even if the Borrower or any entity connected therewithCollateral 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 take immediate possession of 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, either personally and the Collateral Agent may specifically disclaim any warranties of title 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, managelike, and control (E) the Collateral in Agent shall have no obligation to marshall any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionsuch Collateral.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in effect, (1) Subject to the rights of any third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender’s gross negligence or willful misconduct; and (3) Upon request by Lender, Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the proceeds implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal servicesBorrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the manufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or Trademarks and to the distribution of said products, to Lender. (4) If, at any time when 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 applicable Law. Notice of any sale or other disposition shall be given determine to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is exercise its right to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Lender may, in its discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Lender may deem necessary or advisable, but subject to the Borrowerother requirements of this Article 7, which right is hereby waived and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender in its discretion may (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above in this Article 7, if any of the rights Shares shall not be freely distributable to the public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Lender shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and remedies conferred ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Lender under this SectionShares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any of its Subsidiaries and such Person’s intentions as to the holding of the Shares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Lender may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state securities laws. (5) Borrower recognizes that Lender may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the full extent permitted seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by applicable law: (a) enter upon the premises virtue of such sale being private. Lender shall be under no obligation to delay a sale of any of the BorrowerShares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, exclude therefrom or under applicable state securities laws, even if Borrower and/or 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 Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition (a) The power to effect any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale of any portion of the Collateral Pool pursuant to Section 4.03 or otherwise realize uponSection 4.04 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, in Baltimore, Maryland, but shall continue unimpaired until either the entirety of the Collateral Pool shall have been sold or elsewhere, all amounts payable on the whole or, Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to timetime postpone any sale by public announcement made at 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 under Section 5.04. (b) Subject to Section 4.15(c), the Indenture Trustee shall not sell the Collateral included in the Collateral Pool pursuant to Section 4.03 or Section 4.04, unless: (i) the Requisite Global Majority consents to or directs the Indenture Trustee to make the related sales; or (ii) the proceeds of such liquidation would be greater than or equal to the Aggregate Series Principal Balance plus all accrued and unpaid interest thereon (including Interest Carry-Forward Amounts). The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee or its designee to purchase all or any part portion of the Collateral at any sale, public or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b). (c) In the event that any Series of Notes is not fully paid on the applicable Rated Final Payment Date, the applicable Controlling Party shall have the right to require the sale of the Collateral, pursuant to Section 4.15(b) and (d). (d) In connection with a sale of all or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral Pool: (i) any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Collateral Pool in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuers to transfer and convey any such Issuer’s interest in any portion of the Collateral Pool in connection with a sale thereof, and to take all expensesaction necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, including all expenses for legal services, the Lender shall apply such proceeds toward inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any moneys; and (v) no purchaser or transferee at such a sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice have been a prior owner of such sale Collateral if such prior owner was AFOP or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionan Affiliate thereof.

Sale of Collateral. In addition (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 804 hereof shall not be exhausted by any one or more Sales as to any other remedy provided hereinportion of the Collateral remaining unsold, but shall continue unimpaired until the Lender entire Collateral shall have been sold or the Aggregate Outstanding Obligations shall have been paid in full. The Indenture Trustee at the written direction of the Requisite Global Majority may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to timetime postpone any Sale by public announcement made at the time and place of such Sale. (b) Upon any Sale, whether made under the power of sale hereby given or under judgment, order or decree in any part Proceeding for the foreclosure or involving the enforcement of this Indenture: (i) the Indenture Trustee, at the written direction of the CollateralRequisite Global Majority, may bid for and purchase the property being sold, and upon compliance with the terms of such Sale may hold, retain and possess and dispose of such property in accordance with the terms of this Indenture; and (ii) the receipt of the Indenture Trustee or of any officer thereof making such Sale shall be a sufficient discharge to the purchaser or purchasers at such Sale for its or their purchase money, and such purchaser or purchasers, and its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Indenture Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misappropriation or non-application thereof. (c) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance provided to it transferring its interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition in any portion of the Collateral all expenses, including all expenses for legal servicesin connection with a Sale thereof. In addition, the Lender Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest (subject to lessee’s rights of quiet enjoyment) in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a Sale shall apply such proceeds toward be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder application of any monies. (d) The right of the proceeds after satisfaction in full Indenture Trustee to sell, transfer or otherwise convey any Interest Rate Hedge Agreement or any transaction outstanding thereunder, or to exercise foreclosure rights with respect thereto shall be subject to compliance with the provisions of the Obligations applicable Interest Rate Hedge Agreement. (e) The Indenture Trustee shall be distributed as required by applicable Law. Notice provide prior written notice to the Issuer, to each Administrative Agent and to each Interest Rate Hedge Provider of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time Sale of any intended public sale or of the time after which any intended private sale or other disposition portion of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionSection 816.

Sale of Collateral. In addition (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 804 hereof shall not be exhausted by any one or more Sales as to any other remedy provided hereinportion of the Collateral remaining unsold, but shall continue unimpaired until the Lender entire Collateral shall have been sold or the Aggregate Outstanding Obligations shall have been paid in full. The Indenture Trustee at the written direction of the Requisite Global Majority may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to timetime postpone any Sale by public announcement made at the time and place of such Sale. (b) Upon any Sale, whether made under the power of sale hereby given or under judgment, order or decree in any part Proceeding for the foreclosure or involving the enforcement of this Indenture: (i) the Indenture Trustee, at the written direction of the CollateralRequisite Global Majority, may bid for and purchase the property being sold, and upon compliance with the terms of such Sale may hold, retain and possess and dispose of such property in accordance with the terms of this Indenture; and (ii) the receipt of the Indenture Trustee or of any officer thereof making such Sale shall be a sufficient discharge to the purchaser or purchasers at such Sale for its or their purchase money, and such purchaser or purchasers, and its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Indenture Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misappropriation or non-application thereof. (c) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance provided to it transferring its interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition in any portion of the Collateral all expenses, including all expenses for legal servicesin connection with a Sale thereof. In addition, the Lender Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest (subject to lessee’s rights of quiet enjoyment) in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a Sale shall apply such proceeds toward be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder application of any monies. (d) The right of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of Indenture Trustee to sell, transfer or otherwise convey any sale Interest Rate Hedge Agreement or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assembletransaction outstanding thereunder, or to cause exercise foreclosure rights with respect thereto shall be subject to be assembled, at compliance with the Borrower's 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 extent permissible under applicable law, purchase the whole or any part provisions 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionInterest Rate Hedge Agreement.

Sale of Collateral. In addition to any other remedy provided hereinexercising the foregoing rights, upon the occurrence and during the continuation of an Event of Default, the Lender Offshore Collateral Agent may immediately, without advertisement, sell arrange for and conduct the sale of the Collateral at a public or private sale (as the Offshore Collateral Agent may elect) which sale may be conducted by an employee or otherwise realize uponrepresentative of the Offshore Collateral Agent, and any such sale shall be considered or deemed to be a sale made in Baltimore, Maryland, or elsewherea commercially reasonable manner. With respect to any public sales, the whole or, from time Offshore Collateral Agent agrees to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower provide at least ten (10) days before days’ prior written notice to the relevant Assignor specifying the time and place of any intended public sale or of the time after which any intended private sale is to be made and each Assignor 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, temporarily or otherwise, to any Assignor any item of Collateral of which the Offshore Collateral Agent has taken possession pursuant to any right granted to the Offshore Collateral Agent by this Agreement without waiving any rights granted to the Offshore Collateral Agent under this Agreement, the Intercreditor Agreement, the other disposition Finance Documents or any other agreement related hereto or thereto. The Offshore Collateral Agent shall have no obligation to marshal any of the Collateral is and each Assignor hereby waives all rights, legal and equitable, it may now or hereafter have to be made, which the Borrower hereby agrees shall be reasonable notice require marshaling of such sale or other disposition. The Borrower agrees to assemble, assets or to cause to be assembledrequire, at upon foreclosure, sales of assets in a particular order. If the Borrower's own expenseOffshore 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 at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, Agent and applied to the extent permissible under applicable law, purchase indebtedness of the whole or any part of purchaser. In the event the purchaser fails to pay for the Collateral, free from any right of redemption on the part Offshore Collateral Agent may resell the Collateral, and the Assignors shall be credited with the proceeds of the Borrowersale. In the event the Offshore Collateral Agent shall bid at any foreclosure or trustee’s sale or at any private sale permitted by Applicable Law or this Agreement or any other Finance Document, which right is hereby waived and released. Without limiting the generality of any Offshore Collateral Agent may bid all or less than the amount of the rights and remedies conferred upon Obligations. To the Lender under this Section, the Lender may, to the full extent permitted by applicable law: (a) enter upon Applicable Law, the premises amount of the Borrowersuccessful bid at any such sale, exclude therefrom whether the Borrower Offshore Collateral Agent or any entity connected therewithother party is the successful bidder, and take immediate possession shall, absent fraud or gross negligence, be conclusively deemed to be the fair market value of the Collateral, either personally or by means Collateral and the difference between such bid amount and the remaining balance of a receiver appointed by a court the Obligations shall be conclusively deemed to be the amount of competent jurisdiction, using all necessary force to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionObligations.

Sale of Collateral. In addition to any other remedy provided herein, The Collateral Agent shall give each Grantor ten days’ written notice (which such Grantor agrees is reasonable notice within the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part meaning of Part 6 of Article 9 of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition UCC) 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 applicable Law. Notice Agent’s intention to make any sale of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition 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, made and the day on which the Borrower hereby agrees such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be reasonable notice of held at such sale time or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateCollateral 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 other dispositioncause 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 Lender mayCollateral 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 permissible under permitted by applicable law, purchase the whole private) sale made pursuant to this Section, any Secured Party may bid for or any part of the Collateralpurchase, free (to the extent permitted by applicable law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is such Grantor (all said rights being also hereby waived and releasedreleased 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 Secured Party from such Grantor as a credit against the purchase price, and such Secured Party 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 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 of the Collateral 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 Obligations paid in full. 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 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. Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any sale of the rights 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 remedies conferred upon the Lender under this Sectionfees, charges and disbursements of any counsel employed by the Lender mayCollateral Agent or any other Secured Party to collect such deficiency, to (B) it hereby waives any claims against the full extent permitted Collateral Agent arising by applicable law: (a) enter upon the premises reason of the Borrowerfact 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, exclude therefrom even if the Borrower or any entity connected therewithCollateral 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 take immediate possession of 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, either personally and the Collateral Agent may specifically disclaim any warranties of title 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, managelike, and control (E) the Collateral in Agent shall have no obligation to marshal any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionsuch Collateral.

Sale of Collateral. In addition (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 8.04 hereof shall not be exhausted by any one or more Sales as to any other remedy provided hereinportion of the Collateral remaining unsold, but shall continue unimpaired until the Lender entire Collateral shall have been sold or all amounts payable on the Notes of all Series, under each Supplement and under this Indenture shall have been paid and all Secured Obligations under each Supplement and this Indenture have been satisfied. The Indenture Trustee, at the direction of the Global Requisite Majority, may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to timetime postpone any Sale by public announcement made at the time and place of such Sale. (b) Upon any Sale, whether made under the power of sale hereby given or under judgment, order or decree in any part Proceeding for the foreclosure or involving the enforcement of this Indenture: (i) the Indenture Trustee, at the written direction of the CollateralGlobal Requisite Majority, may bid for and purchase the property being sold, and upon compliance with the terms of such Sale may hold, retain and possess and dispose of such property in accordance with the terms of this Indenture; and (ii) the receipt of the Indenture Trustee or of any officer thereof making such Sale shall be a sufficient discharge to the purchaser or purchasers at such Sale for its or their purchase money, and such purchaser or purchasers, and its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Indenture Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misappropriation or non-application thereof. (c) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition in any portion of the Collateral all expenses, including all expenses for legal servicesin connection with a Sale thereof. In addition, the Lender Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof and to take all actions necessary to effect such Sale. No purchaser or transferee at such a Sale shall apply such proceeds toward be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder application of the proceeds after satisfaction in full of the Obligations any monies. (d) The Indenture Trustee shall be distributed as required entitled to consult with legal counsel and financial advisers (selected by applicable Law. Notice of any the Indenture Trustee with due care) in connection with the sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 and shall be protected in any reasonable notice action or forbearance taken in good faith and in reliance on the advice of such counsel or advisors. For the avoidance of doubt, no sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, of the Collateral at such place or places as may be effected except in accordance with the Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, purchase the whole or any part terms 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionIndenture.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral all expensesmay be at public or private sale upon such terms and in such manner as the Administrative Agent deems advisable, including all expenses for legal serviceshaving due regard to compliance with any statute or regulation which might affect, limit, or apply to the Administrative Agent's disposition of the Collateral. (b) The Administrative Agent, in the exercise of the Administrative Agent's Rights and Remedies during the existence of an Event of Default, may conduct one or more going out of business sales, in the Administrative Agent's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Credit Party, subject to the rights of lessors under any Leases and applicable law. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Administrative Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Lender Administrative Agent shall apply such proceeds toward give the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Lead Borrower at least ten (10) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . Each Credit Party agrees that such written notice shall satisfy all requirements for notice to that Credit Party which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, applicable law with respect to the extent permissible under applicable law, exercise of the Administrative Agent's rights and remedies upon default. (d) The Administrative Agent and any Lender may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of it at any sale held under this Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Administrative Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Administrative Agent. (f) The Administrative Agent shall apply the proceeds of the Administrative Agent's exercise of its rights and remedies conferred upon the Lender under default pursuant to this Section, the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises of the Borrower, exclude therefrom the Borrower or any entity connected therewith, Article 11 in accordance with Sections 13.6 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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion13.7.

Sale of Collateral. In addition Subject to any other remedy provided hereinthe Forbearance Period, upon the occurrence and during the continuance of an Event of Default, Lender may immediately, without advertisement, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in existence, (1) Subject to the rights of any third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender’s gross negligence or willful misconduct; and (3) Upon request by Lender, Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the proceeds implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal servicesBorrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the manufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or Trademarks and to the distribution of said products, to Lender. (4) If, at any time when 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 applicable Law. Notice of any sale or other disposition shall be given determine to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is exercise its right to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Lender may, in its discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Lender may deem necessary or advisable, but subject to the Borrowerother requirements of this Article 7, which right is hereby waived and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender in its discretion may (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. in addition to a private sale as provided above in this Article 7, if any of the rights Shares shall not be freely distributable to the public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Lender shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and remedies conferred ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Lender under this SectionShares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any of its Subsidiaries and such Person’s intentions as to the holding of the Shares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Lender may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state securities laws. (5) Borrower recognizes that Lender may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the full extent permitted seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by applicable law: (a) enter upon the premises virtue of such sale being private. Lender shall be under no obligation to delay a sale of any of the BorrowerShares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, exclude therefrom or under applicable state securities laws, even if Borrower and/or 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 Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition the event Agent shall determine to sell the Collateral or any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to timeportion thereof, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of such sale or 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 applicable Law. Notice of any sale held at such time or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times and at such place or places as Agent may determine in the Lender shall designateexercise of its sole discretion. At 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 such sale or other disposition, the Lender may, to the extent permissible under applicable law, purchase nominee of Agent the whole or any part of the Collateral. In the event that Agent is the successful bidder at any public or private 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 time and place to which the same was so adjourned. Assignor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to Assignor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. Agent 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, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Upon consummation of any sale of the Collateral, Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral sold absolutely free from any claim or right of redemption on the part of the BorrowerAssignor, which right is and Assignor 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, waives to the full extent permitted by applicable lawlaw all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Assignor agrees that: (a) enter if Agent shall, pursuant to the terms of this Assignment, sell or cause the Collateral or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the premises advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the Borrower, exclude therefrom failure to do so shall not be considered in determining the Borrower commercial reasonableness of such action) as to the best manner in which to offer the Collateral or any entity connected therewith, portion thereof for sale and take immediate possession of as to the Collateral, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do sobest price reasonably obtainable at the private sale thereof; and (b) at such reliance shall be conclusive evidence that Agent has handled the Lender's option, use, operate, manage, and control the Collateral disposition in any lawful a commercially reasonable manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition (a) Each of the Security Trustee and the Receiver shall be entitled to any other remedy provided herein, the Lender may immediately, without advertisement, sell exercise such power of sale in such manner and at public such time or times and for such consideration (whether payable immediately or by instalments) as it shall in its absolute discretion think fit (whether by private sale or otherwise realize uponotherwise) and so that the Collateral (or any relevant part thereof) may be sold (i) subject to any conditions which the Security Trustee or the Receiver may think fit to impose, in Baltimore(ii) to any person (including, Maryland, or elsewhere, the whole or, from time to timewithout limitation, any part of person connected with the Collateral, Mortgagor or the Security Trustee) and (iii) at any interest price which the Borrower may have therein. After deducting from Security Trustee or the proceeds of Receiver in its absolute discretion considers to be the best obtainable in the circumstances. (b) If the Security Trustee exercises the rights conferred on it by this Clause 9 any sale or other disposition disposal of any of the Collateral all expenses, including all expenses for legal services, pursuant to those rights shall not be treated as an absolute appropriation of or foreclosure on the Lender shall apply such proceeds toward Collateral to the satisfaction exclusion of the Obligations. Any remainder Mortgagor and in extinguishment of its interest therein, unless the Security Trustee shall otherwise notify the Mortgagor (whether before or [Mortgage of Shares] after the relevant appropriation or foreclosure has been effected), in which latter event any such appropriation or foreclosure shall be treated as a sale of the proceeds after satisfaction in full of Collateral at a fair market value and the Secured Obligations shall be distributed as required reduced by applicable Law. Notice an equivalent amount. (c) In any disposal pursuant to this Clause 9, the Security Trustee or the Finance Parties may, provided that they shall first have used reasonable efforts to dispose of the relevant Collateral or rights to third parties subject to compliance with any sale rules or regulations laid down by any governmental or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale agency or of the time after which any intended private sale or other disposition of the Collateral is to be madeauthority, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, themselves purchase the whole or any part of the Collateral, Collateral or rights disposed of free from any right rights of redemption on the part of the Borrower, Mortgagor which right is are 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition (A) The power to effect any sale of any portion of the Collateral upon the occurrence and during the continuance of an Event of Default pursuant to this Article VI, the Security Agreement, the Pledge Agreement and the SAP Lockbox Account Control Agreement shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until all Collateral shall have been sold or until all Obligations (other remedy provided than contingent obligations not then due) hereunder have been paid in full. The Administrative Agent acting on its own or through an agent, may from time to time postpone any sale by public announcement made at the time and place of such sale. (B) Notwithstanding anything to the contrary set forth herein, but subject in all events to clause (v) of this Section 6.4(B), if the Administrative Agent (acting at the written direction of the Majority Lenders) elects to solicit and accept bids in connection with, and to sell or dispose of, the Collateral, the Administrative Agent shall deliver a notice (a “Collateral Sale Notice”) of such sale to the Borrower and the Lenders. The date of the intended sale of Collateral (the “Intended Collateral Sale Date”) need not be specified in the Collateral Sale Notice but shall be a date after the related Class B Purchase Right Termination Date described in Section 6.3(B). The Collateral Sale Notice shall include the following (including supporting detail) without duplication: (i) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid, (ii) the Obligations owing to the Class A Lenders expected to accrue through the Intended Collateral Sale Date (provided that any such amounts that are not earned or actually due and owing as of the Intended Collateral Sale Date shall not be required to be paid on the Intended Collateral Sale Date) and (iii) the amount of Class A Indemnified Liabilities. Following receipt of the Collateral Sale Notice: (i) The Class B Lenders shall have the right to purchase all (but not less than all) of the Collateral (the “Class B Collateral Purchase Right”) at a price equal to (without duplication) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid as of the Intended Collateral Sale Date and, subject to and in accordance with Section 10.5, Class A Indemnified Liabilities then outstanding and unpaid of which it is then aware (collectively, the “Class B Collateral Purchase Amount”). If any Class B Lender desires to exercise its Class B Collateral Purchase Right, it shall send a written notice (a “Class B Collateral Exercise Notice”) to the Administrative Agent no later than the thirtieth (30th) day after receipt of the Collateral Sale Notice (the “Class B Collateral Exercise Deadline”) irrevocably and unconditionally agreeing to purchase all (but not less than all) of the Collateral on a Business Day which is no later than the fifth (5th) Business Day following delivery of its Class B Collateral Exercise Notice (the “Class B Collateral Purchase Date”) at a price equal to the Class B Collateral Purchase Amount. (ii) If the Administrative Agent receives only one Class B Collateral Exercise Notice prior to the Class B Collateral Exercise Deadline, then the Class B Lender who delivered such Class B Collateral Exercise Notice shall be deemed to have exercised the Class B Collateral Purchase Right and shall be obligated to purchase all (but not less than all) of the Collateral on the Class B Collateral Purchase Date on terms and at a price equal to the Class B Collateral Purchase Amount. (iii) If the Administrative Agent receives more than one Class B Collateral Exercise Notice prior to the Class B Collateral Exercise Deadline (the senders of such Class B Collateral Exercise Notice, each a “Bidder”), the Administrative Agent shall schedule a meeting or conference call (the “Final Auction”) for 10:00 a.m. (or such other time as may immediatelybe acceptable to the Administrative Agent and each Bidder) on the date that is two (2) Business Days prior to the Class B Collateral Purchase Date. At such meeting or on such call, each Bidder shall be entitled to make one or more irrevocable and unconditional bids to purchase all (but not less than all) of the Collateral on the Class B Collateral Purchase Date at an all cash price greater than the Class B Collateral Purchase Amount. The Final Auction shall conclude upon the earlier of (a) the time when all Bidders (other than the Bidder who made the then highest bid) confirm they will not make any further bids and (b) thirty (30) minutes having elapsed since the making of the then highest bid. The Bidder that has made the highest bid when the Final Auction has concluded shall be deemed to have exercised the Class B Collateral Purchase Right and shall be obligated irrevocably and unconditionally to purchase all (but not less than all) of the Collateral on the Class B Collateral Purchase Date at a price equal to such highest bid. (iv) If the Administrative Agent receives no Class B Collateral Exercise Notice prior to the Class B Collateral Exercise Deadline or the sale of the Collateral is for any reason not consummated on the Class B Collateral Purchase Date, the Class B Collateral Purchase Right shall terminate automatically without advertisementnotice or any action required on the part of any Person and the Administrative Agent shall, sell subject to the terms of this Agreement, proceed with a sale of the Collateral (or rights or interests therein), at one or more public or private sale sales as permitted by law. Each of the Lenders may bid on and purchase the Collateral (or otherwise realize uponrights or interest therein) at such a sale. (v) Notwithstanding anything to the contrary contained in this Section 6.4(B), the Majority Lenders agree not to instruct the Administrative Agent to solicit and accept bids in Baltimore, Marylandconnection with, or elsewhereto sell or dispose of, the whole orCollateral following the occurrence of an Event of Default unless and until (i) no Class B Lender shall have duly delivered to the Administrative Agent pursuant to Section 6.3 a Class B Buyout Notice for such Class B Lender on or prior to the related Class B Purchase Right Termination Date or (ii) the Class B Lenders who have delivered timely Class B Buyout Notice(s) shall have failed to pay the Class B Buyout Amount for such Class B Lender in full on the related Class B Buyout Option Exercise Date all in accordance with Section 6.3. (C) If the Class B Lenders do not elect to exercise the Class B Collateral Purchase Right prior to the Class B Collateral Exercise Deadline, from time then the Administrative Agent shall sell the Collateral as otherwise set forth in this Section 6.4 and pursuant to timethe other Transaction Documents. The Class B Lenders shall also have the right to bid for and purchase the Collateral offered for sale at a public auction conducted by the Administrative Agent pursuant to this Section 6.4 and the other Transaction Documents and, upon compliance with the terms of any part such sale, may hold, retain and dispose of such property without further accountability therefor. Any Class B Lender purchasing Collateral at such a sale may set off the purchase price of such property against amounts owing to it in payment of such purchase price up to the full amount owing to it so long as the cash portion of such purchase price equals or exceeds either the (x) cash portion of the Collateralnext highest bidder in such auction or (y) amount required to pay off the Class A Obligations in full. (D) Unless otherwise stipulated at the time of sale, the Collateral or any interest which portion thereof are to be sold on an “as is-where is” basis. (E) The Administrative Agent shall incur no liability as a result of the Borrower may have therein. After deducting from the proceeds of sale (whether public or other disposition private) of the Collateral all expenses, including all expenses for legal services, or any part thereof at any sale pursuant to this Agreement conducted in a commercially reasonable manner and at the Lender shall apply such proceeds toward the satisfaction written direction of the ObligationsMajority Lenders. Any remainder Each of the proceeds after satisfaction Borrower and the Secured Parties hereby agrees that in full of the Obligations shall be distributed as required by applicable Law. Notice respect of any sale or other disposition shall be given of any of the Collateral pursuant to the Borrower at least ten (10) days before terms hereof, the time Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of Applicable Laws, or in order to obtain any intended public required approval of the sale or of the time after which purchaser by any intended private Governmental Authority, and the Borrower and the Secured Parties further agree that such compliance shall not, in and of itself, result in such sale being considered or other disposition deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable or accountable to the Borrower or the Secured Parties for any discount allowed by reason of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, fact that the Collateral at such place or places as the Lender shall designate. At any 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 thereof is sold in compliance with 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: (a) enter upon the premises of the Borrower, exclude therefrom the Borrower such limitation 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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionrestriction.

Sale of Collateral. In addition to any other remedy provided herein(a) Borrower shall not sell, the Lender may immediately, without advertisement, sell at public or private sale transfer or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, dispose of any part of the Collateral, Pledged Loans (or any interest which Attached Equity Interests with respect thereto) in the Borrower may have therein. After deducting from the proceeds of sale or other disposition of the Collateral all expenses, including all expenses for legal services, the Lender shall apply Financed Portfolio unless 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 applicable Law. Notice of Pledged Loans (and any sale or other disposition shall be given to the Borrower at least ten Attached Equity Interests with respect thereto) are being sold and: (10i) days before the 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 shall be reasonable notice of such sale is given to Agent three (3) Business Days (or other disposition. The Borrower agrees such shorter period agreed to assembleby Agent in its Permitted Discretion) prior to the occurrence of such sale (which notice shall describe the timing and terms of such sale), or to cause to be assembled, (ii) the consideration for such sale is cash payable at the Borrower's own expenseclosing of such sale, the Collateral at such place or places as the Lender shall designate. At any (iii) all proceeds of such sale are deposited into the Blocked Account or other dispositionthe applicable Loan Clearing Account (as applicable) within one (1) Business Day of the closing of such sale, (iv) before and after giving effect to such sale, no Default or Event of Default shall have occurred and be continuing, (v) before and after giving effect to such sale Availability is, and will be, greater than zero and (vi) the Lender mayaggregate Adjusted Principal Balance of all such Pledged Loans sold during any twelve (12) month period shall not exceed twenty-five percent (25%) of the aggregate Adjusted Principal Balance of all Pledged Loans at the beginning of such twelve (12) month period. (b) Borrower shall not sell, transfer or otherwise dispose of any Retained Equity Interests unless such Retained Equity Interests are being sold and: (i) notice of such sale is given to Agent three (3) Business Days (or such shorter period agreed to by Agent in its Permitted Discretion) prior to the extent permissible under occurrence of such sale (which notice shall describe the timing and terms of such sale), (ii) the consideration for such sale is cash payable at the closing of such sale, (iii) all proceeds of such sale are deposited into the Blocked Account or the applicable law, purchase the whole or any part Loan Clearing Account (as applicable) within one (1) Business Day of the Collateralclosing of such sale, free from any right (iv) before and after giving effect to such sale, no Default or Event of redemption on Default shall have occurred and be continuing, and (v) before and after giving effect to such sale Availability is, and will be, greater than zero. (c) Notwithstanding 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: foregoing conditions in clauses (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 do so; (b) above, (i) Borrower shall be permitted to (x) transfer Underlying Loans to an SBIC Subsidiary pursuant to a transaction not prohibited hereunder immediately after originating or purchasing such Underlying Loan, or (y) sell any Collateral on such other conditions as Agent, acting on its behalf and at the Lender's optioninstruction of the Requisite Lenders in their sole discretion, use, operate, manageshall approve in advance in writing, and control the Collateral (ii) nothing in this Section 7.10 shall in any lawful manner; way limit any rights of Borrower pursuant to Section 7.7(y) and (cz) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and above. (d) maintainNotwithstanding anything to the contrary herein, repairBorrower shall not sell, renovate, alter transfer or remove otherwise dispose of any Collateral during the Collateral as the Lender may determine in the Lender's discretioncontinuance of a Default or Event of Default or if a Default or Event of Default would result therefrom.

Sale of Collateral. In addition (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 6.3 shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral securing the Notes shall have been sold or all amounts payable under this Indenture with respect thereto shall have been paid. Any Sale conducted hereunder shall be completed in accordance with the applicable terms and provisions of the New York State Uniform Commercial Code. The Trustee may from time to time postpone any Sale by public announcement made at the time and place of such Sale. It is hereby expressly agreed that the Trustee is not limited to any amount fixed by law as compensation for any Sale, so long as the same shall be reasonable. (b) Any Noteholder may bid for and acquire any portion of the Collateral securing the Notes in connection with any Sale thereof. In lieu of paying cash for the entire purchase price therefor, such Noteholder, after deducting the costs, charges and expenses (including reasonable attorney’s fees and expenses) incurred by the Trustee in connection with such Sale may make settlement for any portion of the purchase price remaining by crediting against amounts owing on the Notes held by it or other remedy provided hereinamounts owing to such Noteholder secured by this Indenture, the Lender may immediatelyportion of the net proceeds of such Sale to which such Noteholder would be entitled hereunder. (c) The Issuer covenants and agrees that ten (10) Business Days prior notice of a Sale of the entirety of the Collateral by a public Sale is a commercially reasonable notice. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof, without advertisementwhich Sale shall be at the expense of the Issuer. In addition, sell the Servicer is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to cause the transfer and conveyance of the Issuer’s interest in any portion of the Collateral in connection with a Sale thereof pursuant to the terms of this Indenture, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Servicer’s or the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (e) Any amounts received by the Noteholders in connection with a public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 pursuant this Section shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is deemed to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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 conclusive and released. Without limiting the generality of any of the rights and remedies conferred binding upon the Lender under this Section, parties hereto and the Lender may, to the full extent permitted by applicable law: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral Noteholders shall have no liability in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionrespect hereto.

Sale of Collateral. In addition to any other remedy provided hereinexercising the foregoing rights, upon the Lender may immediatelyoccurrence and during the continuation of an Event of Default, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under permitted by applicable lawLegal Requirements, purchase arrange for and conduct the whole or any part sale of the Collateral at a public or private sale in a commercially reasonable manner and in accordance with applicable Legal Requirements, 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 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 release, free from temporarily or otherwise, to Grantor any item of Collateral of which Lender has taken possession pursuant to any right of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of granted to Lender by this Agreement without waiving any of the rights and remedies conferred upon the granted to Lender under this Section, Agreement or the Lender may, to other Credit Documents. To the full extent permitted by applicable law: (a) enter upon the premises , Grantor, in dealing with or disposing of the Borrower, exclude therefrom the Borrower Collateral or any entity connected therewithpart thereof, hereby waives all rights, legal and take immediate possession 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 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, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) at Lender may resell the Lender's option, use, operate, manageCollateral, and control Grantor shall be credited with the Collateral in proceeds of the resale. In the event Lender shall bid at any lawful manner; (c) collect and receive all rentsforeclosure or trustee’s sale or at any private sale permitted by Legal Requirements or this Agreement or any other Credit Document, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in bid all or less than the Lender's discretionamount of the Obligations.

Sale of Collateral. In addition (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any other remedy provided hereinportion of such Collateral remaining unsold, but shall continue unimpaired until all amounts secured by the Collateral shall have been paid or if there are insufficient proceeds to pay such amount until the entire Collateral shall have been sold. The Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) upon notice to Collateral Agent, may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, and upon the whole or, direction of a Majority of the Controlling Class from time to time, shall postpone any part Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three (3) Business Days after the date of the Collateraldetermination by the Collateral Agent pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur unless and until the Collateral Agent has again made the determination required by Section 5.5(a)(i) hereof. The Collateral Agent hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) shall be authorized to deduct the reasonable costs, charges and expenses incurred by it, or any interest which by the Borrower may have therein. After deducting Collateral Agent, the Loan Agent, the Trustee or the Note Administrator in connection with such Sale from the proceeds thereof notwithstanding the provisions of sale Section 6.7 hereof. (b) The Debt need not be produced in order to complete any such Sale, or other disposition in order for the net proceeds of such Sale to be credited against amounts owing on the Debt. (c) The Collateral Agent shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral all expensesin connection with a Sale thereof, including all expenses for legal serviceswhich, in the case of any Mortgage Assets, shall be upon request and delivery of any such instruments by the Majority of the Controlling Class. In addition, the Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party), with respect to Mortgage Assets, and the Collateral Agent, with respect to any other Collateral, is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a Sale shall apply be bound to ascertain the Collateral Agent’s or the Class A Lender’s (or any party duly designated by such proceeds toward Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) authority, to inquire into the satisfaction of any conditions precedent or to see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall be given to amounts. (d) In the Borrower at least ten (10) days before the time event of any intended public sale or of the time after which any intended private sale or other disposition Sale of the Collateral is pursuant to be madeSection 5.4 or Section 5.5, which the Borrower hereby agrees payments shall be reasonable notice of such made in the order and priority set forth in Section 11.1(a) in the same manner as if the Debt had been accelerated. (e) Notwithstanding anything herein to the contrary, any sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, by the Collateral at such place or places as the Lender shall designate. At any 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 Agent of any of Mortgage Assets in 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 the Borrower, exclude therefrom the Borrower or any entity connected therewith, and take immediate possession of the Collateral, either personally or by means case of a receiver appointed sale in connection with a Tax Redemption shall be executed by a court of competent jurisdiction, using all necessary force to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine Agent in the Lender's discretionmanner specified in the applicable Issuer Order.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase the whole or any part of the Collateral, free from any right at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption on and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the BorrowerCollateral on credit or for future delivery, which right the Collateral so sold may be retained by Lender until the selling price is hereby waived and releasedpaid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender, may, instead of exercising its power of sale, proceed to enforce its security interest in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in effect. (1) Subject to the rights of any of third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine. (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the 11 exclusive right to enforce) against any licensee or sublicensee all rights and remedies conferred upon of Borrower in, to and under any Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender's gross negligence or willful misconduct; and (3) Upon request by Lender, Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the Lender under implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Patent or Trademark. In the event of any such disposition pursuant to this Sectionclause 3, Borrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the Lender maymanufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Patents or Trademarks and to the distribution of said products, to the full extent permitted by applicable law: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition If the Proceeds of sale, collection or other realization of or upon the Collateral are insufficient to cover the Secured Obligations, Contractor shall remain liable for any other remedy provided herein, deficiency. Purchaser shall not incur any liability as a result of the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest part thereof, at any private sale pursuant to Article 41.1.6 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 Borrower Collateral may have therein. After deducting from been sold at such a private sale was less than the proceeds of price that might have been obtained at a public sale or other disposition was less than the aggregate amount of the Secured Obligations, even if Purchaser accepts the first offer received and does not offer the Collateral to more than one offeree, so long as the sale was conducted in a commercially reasonable manner. Purchaser may be the purchaser of any or all 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 applicable Law. Notice of at any sale public or other disposition shall be given private (to the Borrower at least ten (10) days before the time of extent any intended public sale or of the time after which any intended private sale or other disposition portion of the Collateral being privately sold is to be madeof a kind that is customarily sold on a recognized market or subject of widely distributed standard price quotations) sale in accordance with the UCC, which the Borrower hereby agrees at a price as determined in accordance with Article 23.1.3, and Purchaser shall be reasonable notice entitled, for the purpose of such sale bidding and making settlement or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at payment of the Borrower's 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 extent permissible under applicable law, purchase the whole price for all or any part of the CollateralCollateral sold at any such sale made in accordance with the UCC, free from any right of redemption on the part of the Borrower, which right is hereby waived to use and released. Without limiting the generality of apply any of the rights and remedies conferred upon Secured Obligations as a credit on account of the Lender under this Section, purchase price for any Collateral payable by Purchaser at such sale. Purchaser may sell the Lender may, Collateral without giving any warranties as to the full extent permitted by applicable law: (a) enter upon Collateral. Purchaser may specifically disclaim or modify any warranties of title or the premises like. This procedure will not be considered to adversely affect the commercial reasonableness of the Borrower, exclude therefrom the Borrower or any entity connected therewith, and take immediate possession sale of the Collateral. Notwithstanding any Junior Liens, either personally or by means Purchaser shall have no obligation to marshal any 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 control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionCollateral.

Sale of Collateral. In addition 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 right on the part of any Debtor, and each Debtor hereby waives against such purchaser, to the fullest extent permitted by applicable Laws, all rights of redemption, stay and appraisal which such Debtor now has or may at any time in the future 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 remedy provided hereinapplicable requirement of Law, in the Lender may immediatelyconduct 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 advertisementnotice or publication, sell at adjourn any public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, cause the whole or, same to be adjourned from time to timetime by announcement at the time and place fixed for sale, any part of and such sale may, without further notice, be made at the Collateral, or any interest time and place to which the Borrower may have thereinsame was so adjourned. After deducting from To the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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 fullest extent permitted by applicable law: (a) enter 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 premises 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 Borrower, exclude therefrom the Borrower Collateral or any entity connected therewithportion 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 take immediate possession the Secured Obligations paid in full. To the fullest extent permitted by applicable Laws, any sale pursuant to the provisions 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; this subsection (b) at shall be deemed to conform to the Lender's option, use, operate, manage, and control commercially reasonable standards as provided in Section 9-610(b) of the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionUCC.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent's disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent's rights and remedies upon default, may conduct one or more going out of business sales, in the Collateral Agent's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Collateral Agent and any such Agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Collateral Agent or such Agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such Agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Lender Collateral Agent 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 applicable Law. Notice of any sale or other disposition shall be given to give the Borrower at least ten seven (107) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees that such written notice shall satisfy all requirements for notice to assemble, the Borrower which are imposed under the UCC or other applicable law with respect to cause to be assembled, at the Borrower's own expense, exercise of the Collateral at such place or places as the Agent's rights and remedies upon default. (d) Any Agent and any Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of it at any sale held under this Article. (e) If any of the rights Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and remedies conferred upon until payment is finally received thereon by the Lender Collateral Agent. (f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of any exercise of the Collateral Agent's Rights and Remedies under this Section, Article 12. The Administrative Agent shall apply such proceeds towards the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises of the Borrower, exclude therefrom the Borrower or any entity connected therewithLiabilities in such manner, and take immediate possession of the Collateralwith such frequency, 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 control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionAdministrative Agent determines.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent's disposition of the Collateral. (b) The Agent, in the exercise of the Agent's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Lender Agent shall apply such proceeds toward give the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Lead Borrower at least ten (10) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . The Borrowers agree that such written notice shall satisfy all requirements for notice to the Borrowers which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. applicable law with respect to the exercise of the Agent's rights and remedies upon default. (d) The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At Agent and any such sale or other disposition, the Lender may, to the extent permissible under applicable lawpermitted by the UCC, purchase the whole Collateral, or any part portion of the Collateral, free from it at any right of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of sale held under this Article. (e) If any of the rights Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall be deemed to have been reduced as a result thereof to the extent that payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent's Rights and remedies conferred upon the Lender Remedies under this Section, Article 11 towards the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises of the Borrower, exclude therefrom the Borrower or any entity connected therewithLiabilities in such manner, and take immediate possession of the Collateralwith such frequency, 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 control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender Agent may determine in the Lender's discretionreasonably determine.

Sale of Collateral. In addition to any other remedy provided hereinexercising the foregoing rights, during a Trigger Event Period, the Lender may immediatelyP1 Collateral Agent may, without advertisementto the extent permitted by Government Rules, sell arrange for and conduct a sale of the Collateral at a public or private sale (as the P1 Collateral Agent may elect) which sale may be conducted by an employee or otherwise realize uponrepresentative of the P1 Collateral Agent, and any such sale shall be conducted in a commercially reasonable manner. Any Senior Secured Party or anyone else may be the purchaser, lessee, assignee, or recipient of any or all of the Collateral so sold absolutely free from any claim or rights of whatsoever kind, including any right or equity of redemption (statutory or otherwise) by the Pledgor, any such demand, claim, right, or equity being hereby expressly waived or released. The P1 Collateral Agent, its nominees, designees, and agents may execute, in Baltimoreconnection with any sale, Marylandlease, or elsewhereassignment, the whole orpledge, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition of the Collateral all expensesCollateral, including all expenses for legal servicesany endorsements, the Lender shall apply such proceeds toward the satisfaction assignments, bills of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale sale, or other disposition shall be given instruments of conveyance or transfer with respect to the Borrower Collateral. The P1 Collateral Agent agrees to provide at least ten (10) days before days’ prior written notice to the Pledgor specifying the time and place of any intended public sale or of the time after which any intended private sale is to be made and the Pledgor agrees that such ten days’ notice shall constitute reasonable notification. The P1 Collateral Agent may release, temporarily or other disposition otherwise, to the Pledgor any item of the Collateral is to be made, of which the Borrower P1 Collateral Agent has taken possession pursuant to any right granted to the P1 Collateral Agent by this Agreement without waiving any rights granted to the P1 Collateral Agent under this Agreement or the other Senior Secured Credit Documents or any other agreement related hereto or thereto. The Pledgor, in dealing with or disposing of the Collateral or any part thereof, hereby agrees 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. The Pledgor also waives its right to challenge the reasonableness of any disclaimer of warranties, title, and the like made by the P1 Collateral Agent in connection with a sale of the Collateral. Each successor of the Pledgor under the Senior Secured Credit Documents shall be reasonable notice deemed to have agreed, by virtue of such sale or other disposition. The Borrower agrees to assembleits succession thereto, or to cause to that it shall be assembled, at bound by the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender mayabove waiver, to the same 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 as if such successor gave such waiver itself. The Pledgor also hereby waived and released. Without limiting the generality of any of the rights and remedies conferred upon the Lender under this Section, the Lender maywaives, to the full extent permitted by applicable law: (a) enter upon it may lawfully do so, the premises benefit of all Government Rules providing for rights of appraisal, valuation, stay, or extension or of redemption after foreclosure now or hereafter in force. If the P1 Collateral Agent sells any of the BorrowerCollateral upon credit, exclude therefrom the Borrower or any entity connected therewith, Pledgor will be credited only with payments actually made by the purchaser and take immediate possession received by the P1 Collateral Agent (and only those in excess of the amounts required to pay the Senior Secured Obligations in full). In the event the purchaser fails to pay for the Collateral, either personally the P1 Collateral Agent may resell the Collateral and the Pledgor shall be credited with the proceeds of any such sales or resales only in excess of the amounts required to pay the Senior Secured Obligations in full. In the event the P1 Collateral Agent bids at any foreclosure or trustee’s sale or at any private sale permitted by means Government Rules and this Agreement or any other Senior Secured Credit Document, the P1 Collateral Agent may bid all or less than the amount of a receiver appointed the Senior Secured Obligations. The P1 Collateral Agent shall not be obligated to make any sale of the Collateral regardless of whether or not notice of sale has been given. The P1 Collateral Agent may adjourn any public or private sale from time to time by a court of competent jurisdiction, using all necessary force to do so; (b) announcement at the Lender's option, use, operate, managetime and place fixed therefor, and control such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor further acknowledges and agrees that any offer to sell any part of the Collateral that has been (i) publicly advertised on a bona fide basis in any lawful manner; a newspaper or other publication of general circulation or (cii) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine made privately in the Lender's discretion.manner described herein to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the UCC. Table of Contents

Sale of Collateral. In addition to any other remedy provided hereinexercising the foregoing rights, upon the Lender may immediatelyoccurrence and during the continuation of an Event of Default, without advertisementCollateral Agent may, sell subject to the terms and conditions of the Forbearance Agreement and to the extent permitted by applicable law, arrange for and conduct a sale of the Collateral at a public or private sale (as Collateral Agent may elect) which sale may be conducted by an employee or otherwise realize uponrepresentative of Collateral Agent, 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 notice as required by any applicable law), and any such sale shall be considered or deemed to be a sale made in a commercially reasonable manner. Collateral Agent may release, temporarily or otherwise, to Pledgor any item of Collateral of which Collateral Agent has taken possession pursuant to any right granted to Collateral Agent by this Agreement without waiving any rights granted to Collateral Agent under this Agreement, the Credit Agreement or the other Credit Documents. Pledgor, in Baltimore, Maryland, dealing with or elsewhere, disposing of the whole or, from time to time, 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 Collateral Agent 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 in the Credit Documents, a right to grant an interest in, or a subordinate Lien on, any of the Collateral), by acceptance of its interest which or Lien agrees that it shall be bound by the Borrower above waiver, to the same extent as if such holder gave the waiver itself. Pledgor also hereby waives, to the full extent it may have thereinlawfully 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. After deducting from If Collateral Agent sells any of the Collateral upon credit, Pledgor will be credited only with payments actually made by the purchaser, received by Collateral Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Pledgor shall be credited with the proceeds of the sale. In the event Collateral Agent shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or this Agreement or any other disposition of Credit Document, Collateral Agent may bid all or less than the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction amount of the Obligations. Any remainder To the extent permitted by applicable law, the amount of the proceeds after satisfaction in full successful bid at any such sale, whether Collateral Agent or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall conclusively deemed to be given to the Borrower at least ten (10) days before the time of any intended public sale or amount of the time after which any intended private sale or other disposition of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionObligations.

Sale of Collateral. In addition to any other remedy provided herein, The Administrative Agent shall give the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, Grantor ten days’ written notice (which the whole or, from time to time, any part Grantor agrees is reasonable notice within the meaning of Section 9-611 of the Collateral, UCC as in effect in the State of New York or its equivalent in other jurisdictions (or any interest which successor provisions)) of the Borrower may have therein. After deducting from the proceeds Administrative Agent’s intention to make any sale of sale or other disposition any of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction owned or held by or on behalf of the ObligationsGrantor. Any remainder Such notice, in the case of the proceeds after satisfaction in full of the Obligations a public sale, shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before state the time and place for such sale and, in the case of any intended public a sale at a broker’s board or of on a securities exchange, shall state the time after board or exchange at which any intended private such sale or other disposition of the Collateral is to be made, made and the day on which the Borrower hereby agrees such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be reasonable notice of held at such sale time or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateAdministrative 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 other dispositioncause 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 Lender mayCollateral 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 permissible under permitted by applicable law, purchase the whole private) sale made pursuant to this Section, any Secured Party may bid for or any part of the Collateralpurchase, free (to the extent permitted by applicable law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is Grantor (all said rights being also hereby waived and releasedreleased 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 Secured Party from the Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantor therefor. For purposes hereof, (i) a written agreement to purchase any of the Collateral 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 of the Collateral 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 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 rights Collateral pursuant to this Article are insufficient to pay all the Secured Obligations, it shall be liable for the resulting deficiency and remedies conferred upon the Lender under this Sectionfees, charges and disbursements of any counsel employed by the Lender mayAdministrative Agent or any other Secured Party to collect such deficiency, to (B) it hereby waives any claims against the full extent permitted Administrative Agent arising by applicable law: (a) enter upon the premises reason of the Borrowerfact 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, exclude therefrom even if the Borrower or any entity connected therewithAdministrative 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 take immediate possession of therefore agrees that its agreements in this Section may be specifically enforced, (D) the Administrative Agent may sell any such Collateral without giving any warranties as to such Collateral, either personally and the Administrative Agent may specifically disclaim any warranties of title 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, managelike, and control (E) the Collateral in Administrative Agent shall have no obligation to marshal any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionsuch Collateral.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent's disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent's rights and remedies upon default, may conduct one or more going out of business sales, in the Collateral Agent's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Borrower. The Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither the Borrowers nor any Person claiming under or in right of the Borrowers shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Lender Collateral Agent shall apply such proceeds toward give the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Lead Borrower at least ten (10) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . The Borrowers agree that such written notice shall satisfy all requirements for notice to the Borrowers which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. The Borrower agrees applicable law with respect to assemble, or to cause to be assembled, at the Borrower's own expense, exercise of the Collateral at such place or places as the Agent's rights and remedies upon default. (d) The Collateral Agent and any Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may credit bid and may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrowerit, which right is hereby waived and releasedat any sale held under this Article XI. Without limiting the generality of 102 110 (e) If any of the rights and remedies conferred upon Collateral is sold, leased, or otherwise disposed of by the Lender under this SectionCollateral Agent on credit, the Lender may, Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent. (f) The Collateral Agent shall disburse the proceeds of any exercise of the Collateral Agent's Rights and Remedies to the full extent permitted Administrative Agent in accordance with Section 5.5(b) for disbursement by applicable law: (a) enter upon the premises of Administrative Agent to the Borrower, exclude therefrom Lenders and application towards the Borrower or any entity connected therewith, and take immediate possession of Liabilities in accordance with 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 control the Collateral relative priorities set forth in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionSection 5.6.

Sale of Collateral. In addition to The Administrative Agent, on behalf of the Lenders, may sell any other remedy provided herein, or all of the Lender may immediately, without advertisement, sell Collateral at public or private Permitted Private Sale in accordance with the UCC, upon such terms and conditions as the Administrative Agent may deem proper and the Administrative Agent and any other Lender may purchase any or all of the Collateral at any such sale. The Borrower acknowledges that the Administrative Agent may be unable to 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 Permitted Private Sales to a restricted group of offerees and purchasers. The Borrower consents to any such Permitted Private Sale so made even though at places and upon terms less favorable than if the Collateral were sold at public sale. The Administrative Agent shall have no obligation to clean-up or otherwise realize uponprepare the Collateral for sale. The Administrative Agent may apply the net proceeds, after deducting all costs, expenses, attorneys’ and paralegals’ fees incurred or paid at any time in Baltimorethe collection, Maryland, or elsewhere, the whole or, from time to time, any part protection and sale of the CollateralCollateral and the Obligations, or to the payment of the Note and/or any of the other Obligations, returning the excess proceeds, if any, to the Borrower. The Borrower shall remain liable for any amount remaining unpaid after such application, with interest which at the Borrower may have thereinDefault Rate. After deducting from the proceeds Any notification of sale or other intended 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 required by law shall be distributed as required conclusively deemed reasonably and properly given if given by applicable Law. Notice of any sale or other disposition shall be given to the Borrower Administrative Agent at least ten (10) days Business Days before the 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 shall be reasonable notice date of such sale or other disposition. The Borrower agrees hereby confirms, approves and ratifies all acts and deeds of the Administrative Agent relating to assemblethe 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 Lenders, the Administrative Agent or their respective Related Parties, by reason of taking, selling or collecting any portion of the Collateral. The Borrower consents to cause to be assembled, at the Borrower's own expense, releases of the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, time (including prior to the extent permissible under applicable law, purchase the whole or any part default) and to sales 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rentsgroups, incomeparcels or portions, revenueor as an entirety, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine Administrative Agent shall deem appropriate and commercially reasonable. The Borrower expressly absolves 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 Lender's discretionenforcement or assertion or nonenforcement of any rights or remedies under this Agreement.

Sale of Collateral. In addition (a) The power to effect any sale (a "Sale") of any Collateral pursuant to Section 6.04 shall not be exhausted by any one or more Sales as to any other remedy provided hereinCollateral remaining unsold, but shall continue unimpaired until all of the Lender Collateral shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to timetime postpone any Sale by public announcement made at the time and place of such Sale. It is hereby expressly agreed that the Indenture Trustee is not limited to any amount fixed by law as compensation for any Sale. (b) The Indenture Trustee or the Class A Note Insurer may bid for and acquire any Collateral in connection with a public Sale thereof, any and in lieu of paying cash therefor, may make settlement for the purchase price by crediting against amounts owing on the Notes or other amounts secured by this Indenture, all or part of the Collateral, or any interest which the Borrower may have therein. After deducting from the net proceeds of sale such Sale after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee in connection with such Sale. The purchase by the Indenture Trustee or other disposition the Class A Note Insurer of any or all of the Collateral all expensesshall not be deemed a Sale or disposition thereof for purposes of Section 6.18(a). The Notes need not be produced in order to complete any such Sale, including all expenses or in order for legal servicesthe net proceeds of such Sale to be credited against the Notes. The Indenture Trustee and the Class A Note Insurer may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law. (c) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any of the Collateral in connection with a Sale thereof. In addition, the Lender Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuers to transfer and convey its interest in any of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. Such power of attorney shall apply be deemed coupled with an interest and be irrevocable. No purchaser or transferee at such proceeds toward a sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionmonies.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize uponSuch notice, in Baltimorethe case of a public sale, Marylandshall state the time and place for such sale and, in the case of a sale at a broker’s board or elsewhereon a securities exchange, shall state the whole or, from time board or exchange at which such sale is to time, any part of be made and the day on which the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of portion thereof, will first be offered for sale at such board or other disposition of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction of the Obligationsexchange. Any remainder of the proceeds after satisfaction in full of the Obligations such public sale shall be distributed as required by applicable Law. Notice of any sale held at such time or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateAgent 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, and by the Agent in its own right or by one or more agents or contractors, upon any premises owned, leased or occupied by any Loan Party, the Agent or any such agent or contractor, and any such sale may include any other property, in each case, as the Agent may (in its sole and absolute discretion) determine. The 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 Agent may, without notice or publication, adjourn any public or private sale or other dispositioncause the same to be adjourned from time to time by announcement at the time and place fixed for sale, the Lender and such sale may, without further notice, be made at the time and place to which the extent permissible under applicable law, purchase the whole same was so adjourned. In case any sale of all or any part of the CollateralCollateral is made on credit or for future delivery, free from the Collateral so sold may be retained by the Agent until the sale price is paid by the purchaser or purchasers thereof, but the Agent shall not incur any right of redemption on liability in case any such purchaser or purchasers shall fail to take up and pay for the part of the BorrowerCollateral so sold and, which right is hereby waived and released. Without limiting the generality in case of any of the rights and remedies conferred such failure, such Collateral may be sold again upon the Lender under this Section, the Lender maylike notice. At any public (or, to the full extent permitted by law, private) sale made pursuant to this Agreement, any Lender 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 any Loan Party (a) enter all said rights being also hereby waived and released to the extent permitted by applicable law), 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 such Lender from any Loan Party as a credit against the purchase price, and such Lender may, upon compliance with the premises terms of sale, hold, retain and dispose of such property without further accountability to any Loan Party therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Agent shall be free to carry out such sale pursuant to such agreement and no Loan Party shall be entitled to the return of the Borrower, exclude therefrom the Borrower Collateral or any entity connected therewithportion thereof subject thereto, notwithstanding the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and take immediate possession the Obligations shall have been indefeasibly paid in full in cash. As an alternative to exercising the power of sale herein conferred upon it, the 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 provisions of this ‎Annex A shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Collateral, either personally UCC or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force its equivalent in other jurisdictions. Neither the Agent nor the Lenders shall be required to do so; (b) at the Lender's option, use, operate, manage, and control the marshal any present or future Collateral or to resort to such Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionparticular order.

Sale of Collateral. In addition (a) The power to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of effect any sale or other disposition shall be given (a “Sale”) of any portion of a Collateral pursuant to Section 5.04 is expressly subject to the Borrower at least ten (10) days before the time provisions of this Section 5.13. The power to effect any intended public sale such Sale shall not be exhausted by any one or of the time after which more Sales as to any intended private sale or other disposition portion of the Collateral is remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable on the Obligations under this Agreement shall have been paid in full. (b) [Reserved] (c) In connection with a Sale of all or any portion of the Collateral: (i) [reserved]; (ii) the Lender may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to be madeany requirements of, which and to the Borrower hereby agrees shall be reasonable notice extent permitted by, Requirements of such sale Law in connection therewith, may purchase all or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, any portion of the Collateral at such place or places as in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the outstanding Obligations, and any property so acquired by the Lender shall designate. At any such sale or other disposition, be held and dealt with by it in accordance with the provisions of this Agreement; (iii) the Lender may, to the extent permissible under applicable law, purchase the whole or shall execute and deliver an appropriate instrument of conveyance transferring its interest in any part portion 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in connection with a Sale thereof; (iv) the Lender is hereby irrevocably appointed the agent and attorney-in-fact of the Borrower to transfer and convey its interest in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issuesportion of the Collateral in connection with a Sale thereof, and profits therefromto take all action necessary to effect such Sale; and and (dv) maintain, repair, renovate, alter no purchaser or remove the Collateral as the Lender may determine in transferee at such a Sale shall be bound to ascertain the Lender's discretion’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

Sale of Collateral. In addition Each purchaser at any sale pursuant to this Agreement shall hold the property sold absolutely, free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to the fullest extent permitted by applicable Laws, all rights of redemption, stay and appraisal which the Pledgor now has or may at any time in the future 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 remedy provided hereinapplicable requirement of Law, in the Lender may immediatelyconduct 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 the Pledgor 10 days' written notice (which the Pledgor 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 advertisementnotice or publication, sell at adjourn any public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, cause the whole or, same to be adjourned from time to timetime by announcement at the time and place fixed for sale, any part of and such sale may, without further notice, be made at the Collateral, or any interest time and place to which the Borrower may have thereinsame was so adjourned. After deducting from To the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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 fullest extent permitted by applicable law: (a) enter 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 the Pledgor as a credit against the purchase price and the Administrative Agent or such Lender may, upon compliance with the premises terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes Schedule 3-8 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 Pledgor shall not be entitled to the return of the Borrower, exclude therefrom the Borrower Collateral or any entity connected therewithportion 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 take immediate possession the Secured Obligations paid in full. To the fullest extent permitted by applicable Laws, any sale pursuant to the provisions 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; this subsection (b) at shall be deemed to conform to the Lender's option, use, operate, manage, and control commercially reasonable standards as provided in Section 9A-610(b) of the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionUCC.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Lender deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Lender’s disposition of the Collateral. (b) The Lender, in the exercise of the Lender’s rights and remedies upon default, may conduct one or more going out of business sales, in the Lender’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Guarantor. The Lender and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Lender or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Lender or such agent or contractor and no Guarantor nor any Person claiming under or in right of any Guarantor shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Lender shall provide the Guarantors such notice as may be practicable under the circumstances), the Lender shall apply such proceeds toward give the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower Guarantors at least ten (10) days before prior notice, by authenticated record, of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . Each Guarantor agrees that such written notice shall satisfy all requirements for notice to the Guarantors which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, applicable law with respect to the extent permissible under applicable law, exercise of the Lender’s rights and remedies upon default. 9 (d) The Lender may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of it at any of the rights and remedies conferred upon the Lender sale held under this Section, the Lender may, Article (to the full extent permitted by applicable law: ). (ae) enter upon The Lender shall apply the premises proceeds of the Borrower, exclude therefrom Lender’s exercise of its rights and remedies upon default in accordance with the Borrower or any entity connected therewith, and take immediate possession provisions of Section 11-2 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 control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionLoan Agreement.

Sale of Collateral. In addition Exercise all the rights and remedies of a ------------------ secured party on default under the UCC (whether or not the UCC applies to any other remedy provided herein, the Lender may immediatelyaffected Collateral) including, without advertisementlimitation, (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 which 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 or more parcels at public or private sale or otherwise realize uponsale, in Baltimore, Maryland, at any of the 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 as Lender may deem commercially reasonable. Borrower agrees that, to the extent notice of sale shall be required by law, ten (10) days notice of the time and 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 oror in part, from time to time, any part in the form of cancellation of indebtedness) for the purchase of the Collateral, or any interest which portion thereof for the account of Lender. Borrower may have thereinshall remain liable for any deficiency. After deducting from the proceeds of sale or other disposition of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward not be required to proceed against any Collateral but may proceed against Borrower directly. To the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (a) enter upon the premises , Borrower hereby specifically waives all rights of the Borrowerredemption, exclude therefrom the Borrower stay or appraisal which it has or may have under any entity connected therewith, and take immediate possession of the Collateral, either personally law now existing 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 control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionhereafter enacted.

Sale of Collateral. In addition to any other remedy provided herein, exercising the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expenseforegoing rights, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender Agent may, to the extent permissible permitted by applicable Law, arrange for and conduct a sale of the Collateral at a public or private sale (as the Collateral Agent may elect) which sale may be conducted by an employee or representative of the Collateral Agent, and any such sale shall be conducted in a commercially reasonable manner. The Collateral Agent may release, temporarily or otherwise, to the Grantor any item of the 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 applicable lawthis Agreement, purchase the whole Credit Agreement, the other Financing Documents or any other agreement related hereto or thereto. The Grantor, 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. The Grantor also waives its right to challenge the reasonableness of any disclaimer of warranties, title and the like made by the Collateral Agent in connection with a sale of the Collateral, free from any right of redemption on the part . Each successor of the BorrowerGrantor under the Financing Documents shall be deemed to have agreed, which right is by virtue of its succession thereto, that it shall be bound by the above waiver, to the same extent as if such successor gave such waiver itself. The Grantor also hereby waived and released. Without limiting the generality of any of the rights and remedies conferred upon the Lender under this Section, the Lender maywaives, to the full extent permitted by applicable law: (a) enter upon it may lawfully do so, the premises benefit of all Laws providing for rights of appraisal, valuation, stay, or extension or of redemption after foreclosure now or hereafter in force. If the Collateral Agent sells any of the BorrowerCollateral upon credit, exclude therefrom the Borrower or any entity connected therewith, Grantor will be credited only with payments actually made by the purchaser and take immediate possession of received by the Collateral Agent. In the event the purchaser fails to pay for the Collateral, either personally the Collateral Agent may resell the Collateral and the Grantor shall be credited with the proceeds of any such sales or resales only 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 means Law and this Agreement or any other Financing Document, the Collateral Agent may bid all or less than the amount of a receiver appointed the Obligations. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of whether or not notice of sale has been given. The Collateral Agent may adjourn any public or private sale from time to time by a court of competent jurisdiction, using all necessary force to do so; (b) announcement at the Lender's option, use, operate, managetime and place fixed therefor, and control such sale may, without further notice, be made at the time and place to which it was so adjourned. The Grantor further acknowledges and agrees that any offer to sell any part of the Collateral that has been (i) publicly advertised on a bona fide basis in any lawful manner; a newspaper or other publication of general circulation or (cii) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine made privately in the Lender's discretionmanner described herein to not less than fifteen (15) bona fide offerees shall be deemed to involve a "public disposition" for the purposes of Section 9-610(c) of the UCC.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, each Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in effect, (1) Subject to the rights of any third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and each Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender’s gross negligence or willful misconduct; and (3) Upon request by Lender, each Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the proceeds implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal serviceseach Borrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the manufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or Trademarks and to the distribution of said products, to Lender. (4) If, at any time when 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 applicable Law. Notice of any sale or other disposition shall be given determine to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is exercise its right to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Lender may, in its discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Lender may deem necessary or advisable, but subject to the Borrowerother requirements of this Article 7, which right is hereby waived and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender in its discretion may (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above in this Article 7, if any of the rights Shares shall not be freely distributable to the public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Lender shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and remedies conferred ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Lender under this SectionShares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any of its Subsidiaries and such Person’s intentions as to the holding of the Shares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Lender may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state or provincial securities laws. (5) Each Borrower recognizes that Lender may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Each Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the full extent permitted seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by applicable law: (a) enter upon the premises virtue of such sale being private. Lender shall be under no obligation to delay a sale of any of the BorrowerShares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, exclude therefrom or under applicable state securities laws, even if Borrower and/or 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 Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition (a) Subject to clause (b) of this Section 6, until the Payment in Full: (i) without in any manner limiting the obligations of the Obligors to comply with the various covenants and restrictions expressly provided for in Article Four of the Indenture (but only to the extent that the Trustee Lien is not otherwise required to be released as provided in the immediately following clause (ii)), during the continuance of any event of default under the Senior Facility Documents only the Senior Facility Creditors shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of the Collateral and (ii) upon an event of default under any Senior Facility Document, the Trustee will, immediately upon the written request of the Senior Facility Agent, release or otherwise terminate the Trustee Lien with respect to all Collateral other than with respect to any proceeds of any sale or disposition of the Collateral as contemplated by this Section 6(a) (which Trustee Lien shall, accordingly, remain subject and subordinate to the Senior Lien until Payment in Full), to the extent such Collateral is sold or otherwise disposed of by the Senior Facility Agent and the Senior Facility Creditors or, by any Obligor with the consent of the Senior Facility Agent and the Senior Facility Creditors in accordance with the Senior Facility Documents, and the Trustee will immediately deliver such release documents as the Senior Facility Agent may reasonably require in connection therewith to the extent the proceeds of such sale or other remedy provided hereindispositions are applied to the Senior Indebtedness until Payment in Full; provided, however, that if any such sale or other disposition results in a surplus after Payment in Full, such surplus shall be paid to the Trustee, for the benefit of the Noteholders, for application in accordance with the terms of the Noteholder Documents. (b) Upon the occurrence and during the continuance of an event of default under any Noteholder Documents, subject at all times to the provisions of Section 5(a)(iii), commencing 150 days after receipt by the Senior Facility Agent of the written declaration of the Trustee on behalf of the Noteholders of such event of default, the Lender Trustee, on behalf of the Noteholders, may immediatelytake action to exercise its Secured Creditor Remedies, without advertisement, sell at public or private sale or otherwise realize uponbut, in Baltimorethe case of such action to exercise their Secured Creditor Remedies, Marylandonly so long as the Senior Facility Agent and the Senior Facility Creditors are not diligently pursuing in good faith the exercise of their Secured Creditor Remedies, or elsewhereattempting to vacate any stay of enforcement of the Senior Lien on, the whole or, from time to time, any part a material portion of the Collateral, including, without limitation, any or all of the following: solicitation of bids from third parties to conduct the liquidation of all or a material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers or auctioneers for the purposes of valuing, marketing, promoting and selling a material portion of the Collateral, the commencement of any action to foreclose on the Senior Lien on all or any material portion of the Collateral, notification of account debtors to make or cause the remittance of payments to the Senior Facility Agent or its agents, any action to take possession of all or any material portion of the Collateral or commencement of any legal proceedings or actions against or with respect to all or any material portion of the Collateral, provided that, notwithstanding the foregoing, such 150 day period shall be tolled during such time as both the Senior Facility Agent and the Trustee are stayed from enforcing their liens on a material portion of the Collateral. In addition to and not by way of limitation of the foregoing, at no time prior to Payment in Full shall the Noteholders take any action that will impede, interfere with, restrict, or restrain the exercise by the Senior Facility Agent and the Senior Facility Creditors of their rights and remedies under the Senior Facility Documents to the full extent of the Senior Lien herein provided. If the Noteholders shall attempt any Secured Creditor Remedies or attempt any other action prohibited or restricted under this Agreement, any Obligor or the Senior Facility Agent and the Senior Facility Creditors may interpose as a defense or plea the making of this Agreement and the Senior Facility Agent and the Senior Facility Creditors may intervene and interpose such defense in their name or in the name of any Obligor and any Obligor or the Senior Facility Agent and the Senior Facility Creditors may by virtue of this Agreement restrain the enforcement thereof in the name of any Obligor or the Senior Facility Agent and the Senior Facility Creditors. Prior to Payment in Full, any Collateral or proceeds thereof received by the Trustee or any Noteholder in connection with the exercise of any Secured Creditor Remedies in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Senior Facility Agent for the benefit of the Senior Facility Creditors in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Facility Agent is hereby authorized to make any such endorsements as agent for the Trustee or any such Noteholder. This authorization is coupled with an interest which and is irrevocable. (c) Whether or not any Bankruptcy Case has been commenced by or against any Obligor, except as otherwise provided in Section 2, any Collateral or proceeds thereof received in connection with any exercise of Secured Creditor Remedies shall (at such time as such Collateral or proceeds has been monetized) be applied: (a) first, an aggregate amount of $100,000 to be shared equally, to the Borrower may have therein. After deducting payment of costs and expenses of the Senior Facility Agent and the Trustee in connection with such exercise of Secured Creditor Remedies, (b) second, to the payment of all additional costs and expenses of Senior Facility Agent in connection with such exercise of Secured Creditor Remedies, (c) third, to the payment or collateralization of the Senior Indebtedness in accordance with the Senior Facility Documents, and in the case of payment of any revolving credit loans, together with the concurrent permanent reduction of any revolving credit commitment thereunder in an amount equal to the amount of such payment, (d) fourth, to the payment of all additional costs and expenses of the Trustee in connection with such exercise of Secured Creditor Remedies (to the extent Trustee’s exercise of Secured Creditor Remedies is permitted hereunder), and (e) fifth, to the payment of the Note Indebtedness in accordance with the Noteholder Documents. (d) This Section 6 shall not be construed in any way to limit or impair the right of (i) any Secured Creditor to bid for and purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any other Secured Creditor, (ii) the Trustee to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to the Collateral initiated by the Senior Facility Agent and the Senior Facility Creditors thereon, so long as it does not delay or interfere with the exercise by the Senior Facility Agent and the Senior Facility Creditors of their rights or (iii) subject to the terms of this Agreement, the right of the Noteholders to receive payments from the proceeds of the collection, sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition to any other remedy provided herein, The Collateral Agent shall give the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, Grantor ten days’ written notice (which the whole or, from time to time, any part Grantor agrees is reasonable notice within the meaning of Part 6 of Division 9 of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition UCC) 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 applicable Law. Notice Agent’s intention to make any sale of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition 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, made and the day on which the Borrower hereby agrees such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be reasonable notice of held at such sale time or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateCollateral 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 other dispositioncause 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 Lender mayCollateral 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 permissible under permitted by applicable law, purchase the whole private) sale made pursuant to this Section, any Secured Party may bid for or any part of the Collateralpurchase, free (to the extent permitted by applicable law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is Grantor (all said rights being also hereby waived and releasedreleased 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 Secured Party from the Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantor therefor. For purposes hereof, (i) a written agreement to purchase any of the Collateral 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 of the Collateral 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 Obligations paid in full. 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 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. Without limiting the generality of the foregoing, the Grantor agrees as follows: (A) if the proceeds of any sale of the rights 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 remedies conferred upon the Lender under this Sectionfees, charges and disbursements of any counsel employed by the Lender mayCollateral Agent or any other Secured Party to collect such deficiency, to (B) it hereby waives any claims against the full extent permitted Collateral Agent arising by applicable law: (a) enter upon the premises reason of the Borrowerfact 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, exclude therefrom even if the Borrower or any entity connected therewithCollateral 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 take immediate possession of 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, either personally and the Collateral Agent may specifically disclaim any warranties of title 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, managelike, and control (E) the Collateral in Agent shall have no obligation to marshal any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionsuch Collateral.

Sale of Collateral. In addition (a) The power to effect any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale of any portion of the Collateral Pool pursuant to Section 4.03 or otherwise realize uponSection 4.04 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, in Baltimore, Maryland, but shall continue unimpaired until either the entirety of the Collateral Pool shall have been sold or elsewhere, all amounts payable on the whole or, Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to timetime postpone any sale by public announcement made at 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 under Section 5.04. (b) Subject to Section 4.15(c), the Indenture Trustee shall not sell the Collateral included in the Collateral Pool pursuant to Section 4.03 or Section 4.04, unless: (i) the Requisite Majority consents to or directs the Indenture Trustee to make the related sales; or (ii) the proceeds of such liquidation would be greater than or equal to the Outstanding Principal Balance. The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee or its designee to purchase all or any part portion of the Collateral at any sale, public or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b). (c) In the event that the Notes is not fully paid on the Final Payment Date, the Noteholders holding more than 25% of the Outstanding Principal Balance shall have the right to require the sale of the Collateral, subject to Section 4.15(b) and Section 4.15(d). (d) In connection with a sale of all or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral Pool: (i) any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Collateral Pool in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey any the Issuer’s interest in any portion of the Collateral Pool in connection with a sale thereof, and to take all expensesaction necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, including all expenses for legal services, the Lender shall apply such proceeds toward inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any moneys; and (v) no purchaser or transferee at such a sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice have been a prior owner of such sale Collateral if such prior owner was MBC or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionan Affiliate thereof.

Sale of Collateral. In addition (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any other remedy provided hereinportion of such Collateral remaining unsold, but shall continue unimpaired until all amounts secured by the Lender Collateral shall have been paid or if there are insufficient proceeds to pay such amount until the entire Collateral shall have been sold. The Trustee may immediatelyupon notice to the Noteholders, without advertisementand shall, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, upon direction of the whole orMajority Representative, from time to timetime postpone any Sale by public announcement made at the time and place of such Sale; provided that if the Sale is rescheduled for a date more than three Business Days after the date of the determination by the Trustee pursuant to Section 5.5, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided further that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7. (b) The Trustee may bid for and acquire any portion of the Collateral in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Notes or other amounts secured by the Collateral, all or any interest which part of the Borrower may have therein. After deducting from the net proceeds of sale such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7. The Notes need not be produced in order to complete any such Sale, or other disposition in order for the net proceeds of such Sale to be credited against amounts owing on the Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral all expenses, including all expenses for legal servicesin connection with a Sale thereof. In addition, the Lender Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a Sale shall apply such proceeds toward be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall be given to Monies. (d) In the Borrower at least ten (10) days before the time event of any intended public sale or of the time after which any intended private sale or other disposition Sale of the Collateral is pursuant to be madeSection 5.4 or Section 5.5, which all amounts actually received by the Borrower hereby agrees Trustee with respect to the Collateral shall be reasonable notice applied in reduction of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, their respective Note Principal Amounts to the extent permissible under applicable law, purchase the whole or any part Holders of the Collateral, free from any right of redemption on Notes until the part Aggregate Outstanding Amount of the Borrower, which right is hereby waived and releasedNotes has been reduced to zero. Without limiting the generality of any of the rights and remedies conferred upon the Lender under this Section, the Lender may, Any remaining amounts shall be remitted to the full extent permitted by applicable law: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionResidual Interest Distribution Account.

Sale of Collateral. In addition The Collateral Agent shall give the Issuer 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 Collateral Agent’s intention to make any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize uponof Collateral. Such notice, in Baltimorethe case of a public sale, Marylandshall state the time and place for such sale and, in the case of a sale at a broker’s board or elsewhereon a securities exchange, shall state the whole or, from time board or exchange at which such sale is to time, any part of be made and the day on which the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of portion thereof, will first be offered for sale at such board or other disposition of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction of the Obligationsexchange. Any remainder of the proceeds after satisfaction in full of the Obligations such public sale shall be distributed as required by applicable Law. Notice of any sale held at such time or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designateCollateral 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 other dispositioncause the same to be adjourned from time to time by announcement at the time and place fixed for sale, the Lender and such sale may, without further notice, be made at the time and place to which the extent permissible under applicable law, purchase the whole same was so adjourned. In case any sale of all or any part of the CollateralCollateral 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 law, private) sale made pursuant to this Section 6.01, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is any Grantor (all said rights being also 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, released to the full extent permitted by applicable law: (a) enter ), the Collateral or any part thereof offered for sale and such Secured Party may, upon compliance with the premises terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Borrower, exclude therefrom the Borrower Collateral or any entity connected therewithportion 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 take immediate possession the Secured 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 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 Collateral, either personally UCC 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 control the Collateral its equivalent in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionother jurisdictions.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral all expensesmay be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, including all expenses for legal serviceshaving due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’s disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies upon default, may, subject to the terms of store leases and provisions of applicable law, conduct, or may require the Loan Parties to conduct, one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents and contractors. Subject to the terms of store leases such sale(s) may be conducted upon any premises owned, leased, or occupied by any Loan Party. Subject to applicable law, the Lender Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall apply such proceeds toward remain the satisfaction sole property of the ObligationsCollateral Agent or such agent or contractor). The Borrowers shall have no responsibility or liability for any such augmented inventory. Any remainder amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the proceeds after satisfaction costs and reasonable expenses incurred in full their disposition) shall be the sole property of the Obligations Collateral Agent or such agent or contractor and neither any Loan Party nor any Person claiming under or in right of any Loan Party shall have any interest therein. The proceeds of any such going out of business sale which is conducted by a Loan Party at the request of the Collateral Agent shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given first applied to the Borrower direct costs of such sale. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Borrowers’ Representative such notice as may be practicable under the circumstances), the Collateral Agent shall give the Borrowers’ Representative at least ten (10) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. applicable law with respect to the exercise of the Collateral Agent’s rights and remedies upon default. (d) The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expenseCollateral Agent, the Collateral at such place or places as the Administrative Agent, and any Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of it at any sale held under this Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent. (f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of the exercise by the Collateral Agent of its rights and remedies conferred upon the Lender under this Section, Article 12. The Administrative Agent shall apply the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises proceeds of the Borrower, exclude therefrom the Borrower or any entity connected therewith, Collateral Agent’s exercise of its rights 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 remedies upon default pursuant to do so; (b) at the Lender's option, use, operate, manage, this Article 12 in accordance with Sections 14.7 and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion14.8.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent's disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent's rights and remedies upon default, may conduct one or more going out of business sales, in the Collateral Agent's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Borrower. The Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither the Borrowers nor any Person claiming under or in right of the Borrowers shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Lender Collateral Agent shall apply such proceeds toward give the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Lead Borrower at least ten (10) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . The Borrowers agree that such written notice shall satisfy all requirements for notice to the Borrowers which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. The Borrower agrees applicable law with respect to assemble, or to cause to be assembled, at the Borrower's own expense, exercise of the Collateral at such place or places as the Agent's rights and remedies upon default. (d) The Collateral Agent and any Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may credit bid and may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrowerit, which right is hereby waived and released. Without limiting the generality of at any sale held under this Article XI. (e) If any of the rights and remedies conferred upon Collateral is sold, leased, or otherwise disposed of by the Lender under this SectionCollateral Agent on credit, the Lender may, Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent. (f) The Collateral Agent shall disburse the proceeds of any exercise of the Collateral Agent's Rights and Remedies to the full extent permitted Administrative Agent in accordance with Section 5.5(b) for disbursement by applicable law: (a) enter upon the premises of Administrative Agent to the Borrower, exclude therefrom Lenders and application towards the Borrower or any entity connected therewith, and take immediate possession of Liabilities in accordance with 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 control the Collateral relative priorities set forth in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionSection 5.6.

Sale of Collateral. In addition to any other remedy provided herein, After the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, occurrence and during the whole or, from time to time, any part continuance of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds an Event of Default: (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deem advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’ disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Collateral Agent and any such agents or contractors, in conjunction with any such sale, may augment the Inventory with other goods (all expenses, including all of which other goods shall remain the sole property of the Collateral Agent or such agents or contractors). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses for legal servicesincurred in their disposition) shall be the sole property of the Collateral Agent or such agents or contractors and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. Upon request of the Borrower, the Lender Collateral Agent shall apply such proceeds toward promptly furnish, or cause to be furnished, to the satisfaction Borrower a reconciliation of the Obligations. Any remainder amounts received from the augmentation of the proceeds after satisfaction Inventory and the allocation of costs and expenses thereto. (c) Unless the Collateral is perishable or threatens to decline speedily in full value, or is of a type customarily sold on a recognized market (in which event the Obligations Collateral Agent shall provide the Borrower such notice as may be distributed as required by applicable Law. Notice of any sale or other disposition practicable under the circumstances), the Collateral Agent shall be given to give the Borrower at least ten (10) days before prior notice, by authenticated record, of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees that such written notice shall satisfy all requirements for notice to assemble, the Borrower which are imposed under the UCC or other applicable law with respect to cause to be assembled, at the Borrower's own expense, exercise of the Collateral at such place or places as the Agent’s rights and remedies upon default. (d) The Agent and any Revolving Credit Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may purchase the whole or any part of the Collateral, free from or any right portion of redemption on it at any sale held under this Article. (e) The Collateral Agent shall deliver the part proceeds of the Borrower, which right is hereby waived and released. Without limiting the generality Collateral Agent’s exercise of any of the its rights and remedies conferred upon the Lender under this Section, the Lender may, default to the full extent permitted by applicable law: (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 Administrative Agent for application pursuant to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionSection 14.6 hereof.

Sale of Collateral. In addition (a) The power to effect any sale of any portion of the Collateral pursuant to Section 5.4 and Section 5.5 shall not be exhausted by any one or more sales as to any other remedy provided hereinportion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts secured by the Collateral shall have been paid. The Trustee may, and shall upon direction of a Majority of the Controlling Class, from time to time postpone any sale by public announcement made at the time and place of such sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any sale; provided, that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including the fees and expenses of its attorneys and agents) incurred by it in connection with such sale from the proceeds thereof notwithstanding the provisions of Section 6.7. (b) The Trustee may bid for and acquire any portion of the Collateral in connection with a public sale thereof. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Collateral consists of Unregistered Securities, the Lender Asset Manager may immediatelyseek an Opinion of Counsel or, without advertisementif no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, sell at seek a no-action position from the SEC or any other relevant federal or state regulatory authorities, regarding the legality of a public or private sale or otherwise realize upon, of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral all expenses, including all expenses for legal servicesin connection with a sale thereof. In addition, the Lender Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale. No purchaser or transferee at such a sale shall apply such proceeds toward be bound to ascertain the Trustee's authority, to inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionmonies.

Sale of Collateral. In addition to any other remedy provided hereinexercising the foregoing rights, upon the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, occurrence and during the whole or, from time to time, any part continuation of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds an Event of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expenseDefault, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender Agent may, to the extent permissible under permitted by applicable law, purchase arrange for and conduct a sale of the whole Collateral at a public or private sale (as the Collateral Agent may elect) which sale may be conducted by an employee, nominee or representative of the Collateral Agent. The Collateral Agent may release, temporarily or otherwise, to the Pledgor any item of the 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 Loan Guarantee Agreement, the other Loan Documents or any other agreement related hereto or thereto. The 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. The Pledgor also waives its right to challenge the reasonableness of any disclaimer of warranties, title and the like made by the Collateral Agent in connection with a sale of the Collateral, free from any right of redemption on the part . Each successor of the BorrowerPledgor under the Loan Documents shall be deemed to have agreed, which right is by virtue of its succession thereto, that it shall be bound by the above waiver, to the same extent as if such successor gave such waiver itself. The Pledgor also hereby waived and released. Without limiting the generality of any of the rights and remedies conferred upon the Lender under this Section, the Lender maywaives, to the full extent permitted by applicable law: (a) enter upon it may lawfully do so, the premises benefit of all laws providing for rights of appraisal, valuation, stay, extension or redemption after foreclosure now or hereafter in force. If the Collateral Agent sells any of the BorrowerCollateral upon credit, exclude therefrom the Borrower or any entity connected therewith, Pledgor will be credited only with payments actually made by the purchaser and take immediate possession of received by the Collateral Agent. In the event the purchaser fails to pay for the Collateral, either personally the Collateral Agent may resell the Collateral and the Pledgor shall be credited with the proceeds of any such sales or resales in excess of the amounts required to pay the Secured Obligations in full. In the event the Collateral Agent bids at any foreclosure or trustee's sale or at any private sale permitted by means law and this Agreement or any other Loan Document, the Collateral Agent may bid all or less than the amount of a receiver appointed the Secured Obligations. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of whether or not notice of sale has been given. The Collateral Agent may adjourn any public or private sale from time to time by a court of competent jurisdiction, using all necessary force to do so; (b) announcement at the Lender's option, use, operate, managetime and place fixed therefor, and control such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor further acknowledges and agrees that any offer to sell any part of the Collateral that has been (i) publicly advertised on a bona fide basis in any lawful manner; a newspaper or other publication of general circulation or (cii) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine made privately in the Lender's discretionmanner described herein to not less than fifteen bona fide offerees shall be deemed to involve a "public disposition" for the purposes of Section 9–610(c) of the UCC.

Sale of Collateral. In addition Subject to any other remedy provided hereinthe Forbearance Period, if applicable, upon the occurrence and during the continuance of an Event of Default, Lender may immediately, without advertisement, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, but subject to the Forbearance Period, if applicable, upon if an Event of Default is in existence, (1) Subject to the rights of any third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender’s gross negligence or willful misconduct; and (3) Upon request by Lender, Borrower will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the proceeds implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal servicesBorrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the manufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or Trademarks and to the distribution of said products, to Lender. (4) If, at any time when 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 applicable Law. Notice of any sale or other disposition shall be given determine to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is exercise its right to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Lender may, in its discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Lender may deem necessary or advisable, but subject to the Borrowerother requirements of this Article 7, which right is hereby waived and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender in its discretion may (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above in this Article 7, if any of the rights Shares shall not be freely distributable to the public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Lender shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and remedies conferred ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Lender under this SectionShares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any of its Subsidiaries and such Person’s intentions as to the holding of the Shares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Lender may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state securities laws. (5) Borrower recognizes that Lender may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the full extent permitted seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by applicable law: (a) enter upon the premises virtue of such sale being private. Lender shall be under no obligation to delay a sale of any of the BorrowerShares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, exclude therefrom or under applicable state securities laws, even if Borrower and/or 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 Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition Upon the termination of the Banks' commitment to any other remedy provided hereinmake the Revolving Loans under Section 10.2(a), the Lender Agent may immediately, with only such demand or notice to the Borrowers as may be required by the Illinois UCC, all of such other or further demand or notice hereby expressly waived by the Borrowers to the extent permitted by law, and without advertisementadvertisement except as may be required by the Illinois UCC, lease, sell or otherwise dispose of or realize upon, at public or private auction or sale or otherwise realize uponin Chicago, in Baltimore, Maryland, Illinois or elsewhere, the whole or, from time to time, any part of the Collateral, Collateral or any interest which the Borrower Borrowers may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees Borrowers agree to assemble, or to cause to be assembled, at the Borrower's their own expense, the Collateral at such place or places as the Lender Agent shall designate. At any such sale reasonably designate and the Agent may, in its sole and complete discretion, cause the Collateral of the Borrowers to remain on the Borrowers' premises at the Borrowers' expense, pending sale, lease or other dispositiondisposition of said Collateral. The Agent shall have the right to conduct such sales on the Borrowers' premises at the Borrowers' expense or elsewhere. Any sale, lease or other disposition of the Lender mayCollateral of the Borrowers may be for cash, to credit or any combination thereof and the extent permissible under applicable law, Banks (or any of them) may purchase the whole all or any part of the CollateralCollateral and in lieu of actual payment of such purchase price, may set off the amount of such purchase price against the Obligations of the Borrowers, free from any right of redemption on the part of the BorrowerBorrowers, which right is hereby waived and released. Without limiting After deducting from the generality proceeds of the sale, lease or other disposition of said Collateral all expenses incurred by the Banks in connection therewith (including attorneys fees), the Agent shall apply such proceeds towards the satisfaction of the Obligations of the Borrowers, and shall account to the Borrowers for any surplus of such proceeds. The Borrowers shall remain liable for any deficiencies. Any notice required to be given by the Agent of a sale, lease or other disposition or other intended action by Banks with respect to any of the rights Collateral of the Borrowers shall be mailed by the Agent, ten (10) days prior to such sale, lease or other disposition or other intended action by depositing such notice in the United States mail, postage prepaid and remedies conferred upon the Lender under this Section, the Lender may, duly addressed to the full extent permitted by applicable law: (a) enter upon Borrowers at the premises of the Borrower, exclude therefrom the Borrower or any entity connected therewithaddress specified in Section 12.2 hereof and such notice shall constitute, and take immediate possession the Borrowers agree that such notice constitutes reasonable and seasonable notice of the Collateralsuch sale, either personally lease 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 control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter other disposition or remove the Collateral as the Lender may determine in the Lender's discretionother intended action.

Sale of Collateral. In addition to exercising the foregoing rights, subject to compliance with any other remedy provided hereinregulatory requirements of any applicable Governmental Rule, the Lender Collateral Agent may immediately, without advertisement, sell arrange for and conduct a sale of the Collateral at a public or private sale sale, at any exchange, broker’s board or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, at any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition of the Collateral all expensesAgent’s offices or elsewhere (as the Collateral Agent may elect), including all expenses for legal servicescash, the Lender shall apply such proceeds toward the satisfaction on credit or for future delivery, which sale may be conducted by an employee or representative of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations Collateral Agent, and any such sale shall be distributed as required by applicable Lawconsidered or deemed to be a sale made in a commercially reasonable manner. Notice of any sale or other disposition shall be given The Collateral Agent agrees to the Borrower provide at least ten (10) days before days’ prior notice to the Pledgor specifying the time and place of any intended public sale or of the time after which any intended private sale is to be made and the Pledgor agrees that such ten (10) days’ notice shall constitute reasonable notification. The Collateral Agent may 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, the other disposition Loan Documents or any other agreement related hereto or thereto. The Pledgor, in dealing with or disposing of the Collateral is or any part thereof, hereby waives all rights, legal and equitable, it may now or hereafter have to be maderequire marshaling of assets or to require, which upon foreclosure, sales of assets in a particular order. The Pledgor also waives its right to challenge the Borrower reasonableness of any disclaimer of warranties, title and the like made by the Collateral Agent in connection with a sale of the Collateral. Each successor and assign of the Pledgor, and any holder of a lien subordinate to the Lien created hereby (without implying that the Pledgor has, except as expressly provided herein, a right to grant an interest in, or a subordinate lien on, any of the Collateral), by acceptance of its interest or lien agrees that it shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at bound by the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender mayabove waiver, to the same extent permissible under applicable law, purchase as if such holder gave the whole or any part of the Collateral, free from any right of redemption on the part of the Borrower, which right is waiver itself. The Pledgor also hereby waived and released. Without limiting the generality of any of the rights and remedies conferred upon the Lender under this Section, the Lender maywaives, to the full extent permitted by applicable law: (a) enter upon it may lawfully do so, the premises benefit of all laws providing for rights of appraisal, valuation, stay or extension or of redemption after foreclosure now or hereafter in force. If the Collateral Agent sells any of the BorrowerCollateral upon credit, exclude therefrom the Borrower or any entity connected therewithPledgor will be credited only with payments actually made by the purchaser, received by the Collateral Agent and take immediate possession applied to the indebtedness of the purchaser. In the event a purchaser fails to pay for 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 control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove Agent may resell the Collateral as and the Lender may determine in Pledgor shall be credited with the Lender's discretionproceeds of such sale.

Sale of Collateral. In addition Exercise all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral), including but not limited to: (i) requiring Borrower to, and Borrower agrees that it will, at its expense and on request of Lender, 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 which is reasonably convenient to both parties; (ii) enter on any other remedy provided herein, premises of Borrower and take possession of any of the Lender may immediately, without advertisement, Collateral; and (iii) sell the Collateral or any part thereof in one (1) or more parcels at public or private sale or otherwise realize uponsale, in Baltimore, Maryland, at any of the Lender's offices or elsewhere, the whole orat such time or times, from time to timefor cash, any part of the Collateralon credit, or any interest which for future delivery, and at such price or prices and on such other terms as Lender may deem commercially reasonable. Borrower agrees that, to the Borrower may have therein. After deducting from the proceeds extent notice of sale or 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 applicable the Law. Notice of any sale or other disposition shall be given to the Borrower at least , ten (10) days before the time of any intended public sale or notice of the time after which and place of any intended private sale or other disposition of the Collateral is to be made, which the Borrower hereby agrees shall be constitute reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designatenotification. At any 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 if permitted by Applicable Law, Lender may bid (which bid may be, in whole or in part, in the form of redemption on cancellation of indebtedness) for the part purchase of the Borrower, which right is hereby waived and releasedCollateral or any portion thereof for the account of Lender. Without limiting Borrower shall remain liable for any deficiency. Lender shall not be required to proceed against any Collateral but may proceed against Borrower directly. To 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 Applicable Law, Borrower hereby specifically waives all rights of the Borrowerredemption, exclude therefrom the Borrower stay, or appraisal which it has or may have under any entity connected therewith, and take immediate possession of the Collateral, either personally Applicable Law as now existing 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 control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionhereafter enacted.

Sale of Collateral. In addition to any other remedy provided herein, 105 After the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, occurrence and during the whole or, from time to time, any part continuance of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds an Event of Default: (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agents deem advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agents' disposition of the Collateral. (b) The Collateral Agents, in the exercise of the Collateral Agents' rights and remedies upon default, may conduct one or more going out of business sales, in the Collateral Agents' own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Borrower. The Collateral Agents and any such agents or contractors, in conjunction with any such sale, may augment the Inventory with other goods (all expenses, including all of which other goods shall remain the sole property of the Collateral Agents or such agents or contractors). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses for legal servicesincurred in their disposition) shall be the sole property of the Collateral Agents or such agents or contractors and neither any Borrower nor any Person claiming under or in right of any Borrower shall have any interest therein. Upon request of the Lead Borrower, the Lender Collateral Agents shall apply such proceeds toward promptly furnish, or cause to be furnished, to the satisfaction Lead Borrower a reconciliation of the Obligations. Any remainder amounts received from the augmentation of the proceeds after satisfaction Inventory and the allocation of costs and expenses thereto. (c) Unless the Collateral is perishable or threatens to decline speedily in full value, or is of a type customarily sold on a recognized market (in which event the Obligations Collateral Agents shall provide the Lead Borrower such notice as may be distributed as required by applicable Law. Notice of any sale or other disposition practicable under the circumstances), the Collateral Agents shall be given to give the Lead Borrower at least ten (10) days before prior notice, by authenticated record, of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. The Borrower agrees applicable law with respect to assemble, or to cause to be assembled, at the Borrower's own expense, exercise of the Collateral at such place or places as the Agents' rights and remedies upon default. (d) The Agent and any Revolving Credit Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may purchase the whole or any part of the Collateral, free from or any right portion of redemption on it at any sale held under this Article. (e) The Collateral Agents shall deliver the part proceeds of the Borrower, which right is hereby waived and released. Without limiting the generality Collateral Agents' exercise of any of the its rights and remedies conferred upon the Lender under this Section, the Lender may, default to the full extent permitted by applicable law: (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 Administrative Agent for application pursuant to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionSection 13.6 hereof.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase the whole or any part of the Collateral, free from any right at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption on and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the BorrowerCollateral on credit or for future delivery, which right the Collateral so sold may be retained by Lender until the selling price is hereby waived and releasedpaid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in effect, (1) Subject to the rights of any of third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies conferred of Debtor in, to and under any Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Debtor hereby releases Lender from, and agrees to hold Lender free and harmless from and 34 against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender's gross negligence or willful misconduct; and (3) upon request by Lender, Debtor will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the Lender under implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Patent or Trademark. In the event of any such disposition pursuant to this Sectionclause 3, Debtor shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the Lender maymanufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Patents or Trademarks and to the distribution of said products, to the full extent permitted by applicable law: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition (a) The power to effect any sale of any portion of the Collateral pursuant to Section 5.4 and Section 5.5 shall not be exhausted by any one or more sales as to any other remedy provided hereinportion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts secured by the Collateral shall have been paid. The Collateral Trustee may, and shall upon direction of a Majority of the Controlling Class, from time to time postpone any sale by public announcement made at the time and place of such sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any sale; provided, that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including the fees and expenses of its attorneys and agents) incurred by it in connection with such sale from the proceeds thereof notwithstanding the provisions of Section 6.7. (b) The Collateral Trustee may bid for and acquire any portion of the Collateral in connection with a public sale thereof. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Collateral consists of Unregistered Securities, the Lender Asset Manager may immediatelyseek an Opinion of Counsel or, without advertisementif no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, sell at seek a no-action position from the SEC or any other relevant federal or state regulatory authorities, regarding the legality of a public or private sale or otherwise realize upon, of such Unregistered Securities. (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral all expenses, including all expenses for legal servicesin connection with a sale thereof. In addition, the Lender Collateral Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale. No purchaser or transferee at such a sale shall apply such proceeds toward be bound to ascertain the Collateral Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionmonies.

Sale of Collateral. In addition to any other remedy provided herein, The Lender shall give the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest Borrower ten days’ written notice (which the Borrower may have therein. After deducting from agrees is reasonable notice within the proceeds meaning of Section 9-611 of the UCC as in effect in the State of Colorado or its equivalent in other jurisdictions (or any successor provisions)) of the Lender’s intention to make any sale or other disposition of any of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction owned or held by or on behalf of the ObligationsBorrower. Any remainder Such notice, in the case of the proceeds after satisfaction in full of the Obligations a public sale, shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before state the time and place for such sale and, in the case of any intended public a sale at a broker’s board or of on a securities exchange, shall state the time after board or exchange at which any intended private such sale or other disposition of the Collateral is to be made, made and the day on which the Borrower hereby agrees such Collateral will first be offered for sale at such board or exchange. Any such public sale shall be reasonable notice of held at such sale time or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral times within ordinary business hours and at such place or places as the Lender shall designatemay 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 Lender may (in its sole and absolute discretion) determine. The Lender 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 Lender may, without notice or publication, adjourn any public or private sale or other dispositioncause 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 Lender mayuntil the sale price is paid by the purchaser or purchasers thereof, but the Lender 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 permissible under permitted by applicable law, purchase the whole private) sale made pursuant to this Section, any Secured Party may bid for or any part of the Collateralpurchase, free (to the extent permitted by applicable law) from any right of redemption redemption, stay, valuation or appraisal on the part of the Borrower, which right is Borrower (all said rights being also hereby waived and releasedreleased 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 Secured Party from the Borrower as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Borrower therefor. For purposes hereof, (i) a written agreement to purchase any of the Collateral shall be treated as a sale thereof, (ii) the Lender shall be free to carry out such sale pursuant to such agreement, and (iii) the Borrower shall not be entitled to the return of any of the Collateral subject thereto, notwithstanding the fact that after the Lender shall have entered into such an agreement all Events of 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 Lender 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 Colorado or its equivalent in other jurisdictions (or any successor provisions). Without limiting the generality of the foregoing, the Borrower agrees as follows: (A) if the proceeds of any sale of the rights 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 remedies conferred upon the fees, charges and disbursements of any counsel employed by the Lender under this Sectionor any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Lender may, to the full extent permitted arising by applicable law: (a) enter upon the premises reason of the Borrowerfact 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, exclude therefrom even if the Borrower or any entity connected therewithLender 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 take immediate possession of the Collateraltherefore agrees that its agreements in this Section may be specifically enforced, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (bD) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in sell any such Collateral without giving any warranties as to such Collateral, and the Lender's discretionLender may specifically disclaim any warranties of title or the like, and (E) the Lender shall have no obligation to marshal any such Collateral.

Sale of Collateral. In addition (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 7.02 shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral securing the Loans shall have been sold or all amounts payable on the Loans and under this Agreement and the other remedy provided hereinTransaction Documents shall have been paid in full in cash. The Administrative Agent may from time to time postpone any Sale by public announcement made at the time and place of such Sale. (b) To the extent permitted by Applicable Law, the Lender may immediatelyAdministrative Agent shall not, in any Sale, sell, or otherwise liquidate, all or any portion of the Collateral, unless: (i) the Required Lenders consent in writing to such Sale or liquidation; or (ii) the proceeds of such Sale or liquidation available to be distributed to the Lenders are sufficient to pay in full in cash all of the Obligations owed to the Lenders and the Indemnified Parties and, without advertisementduplication, sell all amounts owed to the Servicer, the Paying Agent, the Account Bank, the Administrative Agent, the Owner Trustee, the Depositor Loan Trustee and the Back-Up Servicer. (c) [Reserved]. (d) Any Lender, Oportun, Inc. or any of Oportun, Inc.’s secured creditors may bid for and acquire any portion of the related Collateral in connection with a Sale thereof. After the Administrative Agent has received each offer to purchase all or any portion of the Collateral, the Administrative Agent shall notify each Lender (and, if any of them have submitted a bid, Oportun, Inc. and Oportun, Inc.’s secured creditors) of the highest offer, and the maker of such highest offer will have the sole right to purchase (not later than [***] after the expiration or rejection of the option of the Class A Lenders set forth in Section 7.03) the related Collateral at public the highest price there offered. If a Lender submits the highest bid, in lieu of paying cash therefor, such bidder may make settlement for the purchase price by crediting against the purchase price that portion of the net proceeds of such Sale to which such bidder would be entitled, after deducting the reasonable costs, charges and expenses (including reasonable attorneys’ fees and expenses) incurred by such Lender in connection with such Sale. The Promissory Notes, if any, evidencing the Loans need not be produced in order to complete any such Sale, or private sale in order for the net proceeds of such Sale to be credited against the Loans. The Lenders may hold, lease, operate, manage or otherwise realize upondeal with any property so acquired in any manner permitted by law. (e) The Administrative Agent is hereby irrevocably appointed the agent and attorney-in-fact with full irrevocable power and authority, coupled with an interest, in Baltimore, Maryland, the place and stead of the Borrower and in the name of the Borrower or elsewhere, the whole orin its own name, from time to time, any part from and after the occurrence of an Event of Default for the purpose of exercising the LEGAL02/42958175v30 a rights and remedies of the CollateralAdministrative Agent xxxxxxxxx and, to take any and all action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the foregoing, including without limitation, to transfer and convey its interest in any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral in connection with a sale thereof, and to take all expensesaction necessary to effect such sale. No purchaser or transferee at such a sale shall be bound to ascertain the Administrative Agent’s authority, including all expenses for legal services, the Lender shall apply such proceeds toward inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any sale or other disposition shall be given to the Borrower at least ten monies. (10f) days before the time The method, manner, time, place and terms of any intended public sale Sale of all or of the time after which any intended private sale or other disposition portion of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other dispositioncommercially reasonable. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender Administrative Agent shall designate. At incur no liability for any 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 Sale conducted in accordance with this Section, the Lender may, to the full extent permitted by applicable law: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionSection 7.04.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 extent permissible under applicable law, purchase the whole or any part of the Collateral, free from any right at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem commercially reasonable. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption on and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Lender may determine. In case of the sale of all or any part of the BorrowerCollateral on credit or for future delivery, which right the Collateral so sold may be retained by Lender until the selling price is hereby waived and releasedpaid by the purchaser, but Lender shall not incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Lender may, instead of exercising its power of sale, proceed to enforce its security interest in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in effect, (1) Subject to the rights of any of third parties, Lender may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Lender shall in its sole discretion determine; (2) Lender may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies conferred of Debtor in, to and under any Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Debtor hereby releases Lender from, and agrees to hold Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Lender's gross negligence or willful misconduct; and (3) upon request by Lender, Debtor will execute and deliver to Lender a power of attorney, in form and substance reasonably satisfactory to Lender for the Lender under implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Patent or Trademark. In the event of any such disposition pursuant to this Sectionclause 3, -------- Debtor shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the Lender maymanufacture and sale of the products bearing Trademarks, and its customer lists and other records relating to such Patents or Trademarks and to the distribution of said products, to the full extent permitted by applicable law: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition (a) The power to effect any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale of any portion of the Collateral Pool pursuant to Section 4.03 or otherwise realize uponSection 4.04 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, in Baltimore, Maryland, but shall continue unimpaired until either the entirety of the Collateral Pool shall have been sold or elsewhere, all amounts payable on the whole or, Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to timetime postpone any sale by public announcement made at 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 under Section 5.04. (b) Subject to Section 4.15(c), the Indenture Trustee shall not sell the Collateral included in the Collateral Pool pursuant to Section 4.03 or Section 4.04, unless: (i) the Requisite Global Majority consents to or directs the Indenture Trustee to make the related sales; or (ii) the proceeds of such liquidation would be greater than or equal to the Aggregate Series Principal Balance. The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee or its designee to purchase all or any part portion of the Collateral at any sale, public or private, and the purchase by the Indenture Trustee or its designee of all or any portion of the Collateral at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b). (c) In the event that any Series of Notes is not fully paid on the applicable Rated Final Payment Date, the applicable Controlling Party shall have the right to require the sale of the Collateral, subject to Section 4.15(b) and (d). (d) In connection with a sale of all or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition portion of the Collateral Pool: (i) any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Collateral Pool in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuers to transfer and convey any such Issuer’s interest in any portion of the Collateral Pool in connection with a sale thereof, and to take all expensesaction necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, including all expenses for legal services, the Lender shall apply such proceeds toward inquire into the satisfaction of any conditions precedent or see to the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice application of any moneys; and (v) no purchaser or transferee at such a sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice have been a prior owner of such sale Collateral if such prior owner was SCF Realty Capital or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionan Affiliate thereof.

Sale of Collateral. In addition (a) The power to effect any sale (a "Sale") of any portion of the Collateral pursuant to Section 6.3 shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral securing the Notes shall have been sold or all amounts payable under this Indenture with respect thereto shall have been paid. Any sale conducted hereunder shall be completed in accordance with the applicable terms and provisions of the New York State Uniform Commercial Code. The Lender may from time to time postpone any Sale by public announcement made at the time and place of such Sale. It is hereby expressly agreed that the Lender is not limited to any amount fixed by law as compensation for any Sale, so long as the same shall be reasonable. (b) The Lender may bid for and acquire any portion of the Collateral securing the Notes in connection with any Sale thereof. In lieu of paying cash for the entire purchase price therefor, the Lender, after deducting the costs, charges and expenses (including reasonable attorney's fees and expenses) incurred by the Lender in connection with such Sale may make settlement for any portion of the purchase price remaining by crediting against amounts owing on the Notes held by it or other remedy provided hereinamounts owing to the Lender secured by this Indenture, the portion of the net proceeds of such Sale to which the Lender would be entitled hereunder. (c) The Issuer covenants and agrees that ten Business Days prior notice of a Sale of the entirety of the Collateral by a public Sale constitutes commercially reasonable notice. (d) The Servicer shall prepare and the Lender shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof, which Sale shall be at the expense of the Issuer. In addition, the Lender may immediatelyis hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof pursuant to the terms of this Indenture, without advertisementand to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Lender's authority, sell at inquire into the satisfaction of any conditions precedent or see to the application of any monies. (e) Any amounts received by the Lender in connection with a public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, pursuant this Section shall be deemed to be conclusive and binding upon the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition of the Collateral all expenses, including all expenses for legal services, parties hereto and the Lender shall apply such proceeds toward the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction have no liability in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's 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 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: (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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionrespect hereto.

Sale of Collateral. In addition to any other remedy provided herein, After the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, occurrence and during the whole or, from time to time, any part continuance of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds an Event of Default: (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deem advisable, having due 100 regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent' disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent's rights and remedies upon default, may conduct one or more going out of business sales, in the Collateral Agent's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Borrower. The Collateral Agent and any such agents or contractors, in conjunction with any such sale, may augment the Inventory with other goods (all expenses, including all of which other goods shall remain the sole property of the Collateral Agent or such agents or contractors). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses for legal servicesincurred in their disposition) shall be the sole property of the Collateral Agent or such agents or contractors and neither any Borrower nor any Person claiming under or in right of any Borrower shall have any interest therein. Upon request of the Lead Borrower, the Lender Collateral Agent shall apply such proceeds toward promptly furnish, or cause to be furnished, to the satisfaction Lead Borrower a reconciliation of the Obligations. Any remainder amounts received from the augmentation of the proceeds after satisfaction Inventory and the allocation of costs and expenses thereto. (c) Unless the Collateral is perishable or threatens to decline speedily in full value, or is of a type customarily sold on a recognized market (in which event the Obligations Collateral Agent shall provide the Lead Borrower such notice as may be distributed as required by applicable Law. Notice of any sale or other disposition practicable under the circumstances), the Collateral Agent shall be given to give the Lead Borrower at least ten (10) days before prior notice, by authenticated record, of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. The Borrower agrees applicable law with respect to assemble, or to cause to be assembled, at the Borrower's own expense, exercise of the Collateral at such place or places as the Agent's rights and remedies upon default. (d) The Agent and any Revolving Credit Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may purchase the whole or any part of the Collateral, free from or any right portion of redemption on it at any sale held under this Article. (e) The Collateral Agent shall deliver the part proceeds of the Borrower, which right is hereby waived and released. Without limiting the generality Collateral Agent' exercise of any of the its rights and remedies conferred upon the Lender under this Section, the Lender may, default to the full extent permitted by applicable law: (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 Administrative Agent for application pursuant to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionSection 14.6 hereof.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, Agent, at the Lender direction of the Required Lenders, may immediately, without advertisement, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to itself, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Agent or the Required Lenders may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Agent, at the direction of the Required Lenders, may determine. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Agent until the selling price is paid by the purchaser, but neither Agent nor any Lender shall incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Agent may, at the direction of the Required Lenders, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in existence, (1) Subject to the rights of any third parties, Agent may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as the Required Lenders shall in their sole discretion determine; (2) Agent, at the direction of the Required Lenders, may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Agent and each Lender from, and agrees to hold Agent and each Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than claims arising out of Agent’s or any Xxxxxx’s gross negligence, bad faith or willful misconduct; and (3) Upon request by Agent, at the proceeds direction of the Required Xxxxxxx, Xxxxxxxx will execute and deliver to Agent a power of attorney, in form and substance reasonably satisfactory to Agent for the implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal servicesBorrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the Lender shall apply such proceeds toward the satisfaction manufacture and sale of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or other disposition shall be given Trademarks and to the Borrower distribution of said products, to Agent. (4) If, at least ten (10) days before the any 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembledwhen Agent, at the Borrower's own expensedirection of the Required Lenders, shall determine to exercise the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, right to the extent permissible under applicable law, purchase sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Agent may, in its discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Agent, at the direction of the BorrowerRequired Lenders may deem necessary or advisable, which right is hereby waived but subject to the other requirements of this Article 7, and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Agent may, at the direction of the Required Lenders in their discretion (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above in this Article 7, if any of the rights and remedies conferred upon the Lender under this Section, the Lender may, Shares shall not be freely distributable to the full extent public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Shares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by applicable law: (a) enter upon the premises of the Borrower, exclude therefrom the each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any entity connected therewith, of its Subsidiaries and take immediate possession such Person’s intentions as to the holding of the CollateralShares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Agent may, either personally in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state securities laws. (5) Borrower recognizes that Agent may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by means virtue of such sale being private. Agent shall be under no obligation to delay a receiver appointed by a court sale of competent jurisdictionany of the Shares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, using all necessary force or under applicable state securities laws, even if Borrower and/or the Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition (a) The Company expressly agrees that if an Event of Default shall occur and be continuing, the Collateral Agent, without demand of performance or other demand or notice of any kind (except the notice specified below of the time and place of any public or private sale) to the Company or any other remedy provided hereinPerson (all of which demands and/or notices are hereby waived by the Company), may forthwith collect, receive, appropriate and realize upon the Lender may immediatelyCollateral and/or forthwith sell, without advertisementlease, sell assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral (or contract to do so) or any part thereof in one or more parcels at public or private sale sale, at any exchange, broker's board or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, at any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition office of the Collateral all expensesAgent or elsewhere in such manner as is commercially reasonable and as the Collateral Agent may deem best, 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 applicable Law. Notice cash or on credit or for future delivery without assumption of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other dispositioncredit risk. The Borrower agrees to assemble, or to cause to be assembled, at Collateral Agent shall have the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At right upon any such sale or other dispositionpublic sale, the Lender mayand, to the extent permissible under applicable permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold. The Company further agrees, at the Collateral Agent's request, to assemble 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 make it available to the full Collateral Agent at places which the Collateral Agent may reasonably select. To the extent permitted by applicable law: (a) enter upon , the premises Company waives all claims, damages and demands against the Collateral Agent arising out of the Borrowerforeclosure, exclude therefrom the Borrower repossession, retention or any entity connected therewith, and take immediate possession sale 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) Unless the Collateral threatens to decline speedily in value or is of a type customarily sold in a recognized market, the Collateral Agent shall give the Company twenty days' written notice of its intention to make any such public or private sale or sale at a broker's board or on a securities exchange. Such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a sale at a broker's board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or any portion thereof being sold, will first be offered for sale and (iii) in the case of a private sale, state the day after which such sale may be consummated. The Collateral Agent shall not be required or obligated to make any such sale pursuant to any such notice. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the Lender's option, use, operate, managetime and place fixed for the sale, and control such sale may be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral in any lawful manner; (c) collect and receive all rentsfor credit or for future delivery, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as so sold may be retained by the Lender may determine Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in case of failure of such purchaser to pay for the Collateral so sold and, in the Lender's discretioncase of such failure, such Collateral may again be sold upon like notice.

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or 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 applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembledAgent may, at the Borrower's own expensedirection of Required Lenders, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, purchase the whole sell all or any part of the Collateral, free from any right at public or private sales, to Lenders or a designee of Lenders, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Required Lenders may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption on and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Required Lenders may determine. In case of the sale of all or any part of the BorrowerCollateral on credit or for future delivery, which right the Collateral so sold may be retained by Agent until the selling price is hereby waived and releasedpaid by the purchaser, but neither Agent nor any Lender shall incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Agent may, at the direction of Required Lenders, instead of exercising its power of sale, proceed to enforce its security interest in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in existence, in each case, at the direction of Required Lenders: (1) Subject to the rights of any of third parties, Agent may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Required Lenders shall in their sole discretion determine; (2) Agent may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies conferred upon the Lender under this Section, the Lender mayof Borrower in, to the full extent permitted by applicable law: (a) enter upon the premises and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Agent and each Lender from, and agrees to hold Agent and each Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than, with respect to Agent or any Lender, claims arising out of the Borrowergross negligence or willful misconduct of Agent or such Lxxxxx, 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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.respectively;

Sale of Collateral. In addition (A) The power to effect any sale of any portion of the Collateral upon the occurrence and during the continuance of an Event of Default pursuant to this Article VI, the Security Agreement, the Pledge Agreement and the SAP Lockbox Account Control Agreement shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until all Collateral shall have been sold or until all Obligations (other remedy provided than contingent obligations not then due) hereunder have been paid in full. The Administrative Agent acting on its own or through an agent, may from time to time postpone any sale by public announcement made at the time and place of such sale. (B) Notwithstanding anything to the contrary set forth herein, but subject in all events to clause (v) of this Section 6.4(B), if the Administrative Agent (acting at the written direction of the Majority Lenders) elects to solicit and accept bids in connection with, and to sell or dispose of, the Collateral, the Administrative Agent shall deliver a notice (a “Collateral Sale Notice”) of such sale to the Borrower and the Lenders. The date of the intended sale of Collateral (the “Intended Collateral Sale Date”) need not be specified in the Collateral Sale Notice but shall be a date after the related Class B Purchase Right Termination Date described in Section 6.3(B). The Collateral Sale Notice shall include the following (including supporting detail) without duplication: (i) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid, (ii) the Obligations owing to the Class A Lenders expected to accrue through the Intended Collateral Sale Date (provided that any such amounts that are not earned or actually due and owing as of the Intended Collateral Sale Date shall not be required to be paid on the Intended Collateral Sale Date) and (iii) the amount of Class A Indemnified Liabilities. Following receipt of the Collateral Sale Notice: 118556040.20118095118.53 -68- (i) The Class B Lenders shall have the right to purchase all (but not less than all) of the Collateral (the “Class B Collateral Purchase Right”) at a price equal to (without duplication) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid as of the Intended Collateral Sale Date and, subject to and in accordance with Section 10.5, Class A Indemnified Liabilities then outstanding and unpaid of which it is then aware (collectively, the “Class B Collateral Purchase Amount”). If any Class B Lender desires to exercise its Class B Collateral Purchase Right, it shall send a written notice (a “Class B Collateral Exercise Notice”) to the Administrative Agent no later than the thirtieth (30th) day after receipt of the Collateral Sale Notice (the “Class B Collateral Exercise Deadline”) irrevocably and unconditionally agreeing to purchase all (but not less than all) of the Collateral on a Business Day which is no later than the fifth (5th) Business Day following delivery of its Class B Collateral Exercise Notice (the “Class B Collateral Purchase Date”) at a price equal to the Class B Collateral Purchase Amount. (ii) If the Administrative Agent receives only one Class B Collateral Exercise Notice prior to the Class B Collateral Exercise Deadline, then the Class B Lender who delivered such Class B Collateral Exercise Notice shall be deemed to have exercised the Class B Collateral Purchase Right and shall be obligated to purchase all (but not less than all) of the Collateral on the Class B Collateral Purchase Date on terms and at a price equal to the Class B Collateral Purchase Amount. (iii) If the Administrative Agent receives more than one Class B Collateral Exercise Notice prior to the Class B Collateral Exercise Deadline (the senders of such Class B Collateral Exercise Notice, each a “Bidder”), the Administrative Agent shall schedule a meeting or conference call (the “Final Auction”) for 10:00 A.M. (or such other time as may immediatelybe acceptable to the Administrative Agent and each Bidder) on the date that is two (2) Business Days prior to the Class B Collateral Purchase Date. At such meeting or on such call, each Bidder shall be entitled to make one or more irrevocable and unconditional bids to purchase all (but not less than all) of the Collateral on the Class B Collateral Purchase Date at an all cash price greater than the Class B Collateral Purchase Amount. The Final Auction shall conclude upon the earlier of (a) the time when all Bidders (other than the Bidder who made the then highest bid) confirm they will not make any further bids and (b) thirty (30) minutes having elapsed since the making of the then highest bid. The Bidder that has made the highest bid when the Final Auction has concluded shall be deemed to have exercised the Class B Collateral Purchase Right and shall be obligated irrevocably and unconditionally to purchase all (but not less than all) of the Collateral on the Class B Collateral Purchase Date at a price equal to such highest bid. (iv) If the Administrative Agent receives no Class B Collateral Exercise Notice prior to the Class B Collateral Exercise Deadline or the sale of the Collateral is for any reason not consummated on the Class B Collateral Purchase Date, the Class B Collateral Purchase Right shall terminate automatically without advertisementnotice or any action required on the part of any Person and the Administrative Agent shall, sell subject to the terms of this 118556040.20118095118.53 -69- Agreement, proceed with a sale of the Collateral (or rights or interests therein), at one or more public or private sale sales as permitted by law. Each of the Lenders may bid on and purchase the Collateral (or otherwise realize uponrights or interest therein) at such a sale. (v) Notwithstanding anything to the contrary contained in this Section 6.4(B), the Majority Lenders agree not to instruct the Administrative Agent to solicit and accept bids in Baltimore, Marylandconnection with, or elsewhereto sell or dispose of, the whole orCollateral following the occurrence of an Event of Default unless and until (i) no Class B Lender shall have duly delivered to the Administrative Agent pursuant to Section 6.3 a Class B Buyout Notice for such Class B Lender on or prior to the related Class B Purchase Right Termination Date or (ii) the Class B Lenders who have delivered timely Class B Buyout Notice(s) shall have failed to pay the Class B Buyout Amount for such Class B Lender in full on the related Class B Buyout Option Exercise Date all in accordance with Section 6.3. (C) If the Class B Lenders do not elect to exercise the Class B Collateral Purchase Right prior to the Class B Collateral Exercise Deadline, from time then the Administrative Agent shall sell the Collateral as otherwise set forth in this Section 6.4 and pursuant to timethe other Transaction Documents. The Class B Lenders shall also have the right to bid for and purchase the Collateral offered for sale at a public auction conducted by the Administrative Agent pursuant to this Section 6.4 and the other Transaction Documents and, upon compliance with the terms of any part such sale, may hold, retain and dispose of such property without further accountability therefor. Any Class B Lender purchasing Collateral at such a sale may set off the purchase price of such property against amounts owing to it in payment of such purchase price up to the full amount owing to it so long as the cash portion of such purchase price equals or exceeds either the (x) cash portion of the Collateralnext highest bidder in such auction or (y) amount required to pay off the Class A Obligations in full. (D) Unless otherwise stipulated at the time of sale, the Collateral or any interest which portion thereof are to be sold on an “as is-where is” basis. (E) The Administrative Agent shall incur no liability as a result of the Borrower may have therein. After deducting from the proceeds of sale (whether public or other disposition private) of the Collateral all expenses, including all expenses for legal services, or any part thereof at any sale pursuant to this Agreement conducted in a commercially reasonable manner and at the Lender shall apply such proceeds toward the satisfaction written direction of the ObligationsMajority Lenders. Any remainder Each of the proceeds after satisfaction Borrower and the Secured Parties hereby agrees that in full of the Obligations shall be distributed as required by applicable Law. Notice respect of any sale or other disposition shall be given of any of the Collateral pursuant to the Borrower at least ten (10) days before terms hereof, the time Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of Applicable Laws, or in order to obtain any intended public required approval of the sale or of the time after which purchaser by any intended private Governmental Authority, and the Borrower and the Secured Parties further agree that such compliance shall not, in and of itself, result in such sale being considered or other disposition deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable or accountable to the Borrower or the Secured Parties for any discount allowed by reason of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, fact that the Collateral at such place or places as the Lender shall designate. At any 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 thereof is sold in compliance with any right of redemption on the part of the Borrower, which right is hereby waived and releasedsuch limitation or restriction. 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 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 do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.118556040.20118095118.53 -70-

Sale of Collateral. In addition to any other remedy provided hereinUpon the occurrence and during the continuance of an Event of Default, Agent may, at the Lender may immediately, without advertisementdirection of Required Lenders and in accordance with applicable law, sell at public all or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, at public or private sales, to the Lenders or a designee of Lenders, a wholesaler, retailer or investor, for cash, upon credit or for future delivery, and at such price or prices as Required Lenders may deem commercially reasonable. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption and any rights of stay or appraisal which it has or may have under any applicable law in effect from time to time. Any such public or private sales shall be held at such times and at such place(s) as Required Lenders may determine in accordance with applicable law. In case of the sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Agent until the selling price is paid by the purchaser, but neither Agent nor any Lender shall incur any liability in case of the failure of such purchaser to pay for the Collateral and, in case of any such failure, such Collateral may be resold. Agent may, at the direction of Required Lenders, instead of exercising its power of sale, proceed to enforce its security interest which in the Collateral by seeking a judgment or decree of a court of competent jurisdiction. Without limiting the generality of the foregoing, if an Event of Default is in existence, in each case, at the direction of Required Lenders: (1) Subject to the rights of any third parties, Agent may license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyrights, Patents or Trademarks included in the Collateral throughout the world for such term or terms, on such conditions and in such manner as Required Lenders shall in their sole discretion determine; (2) Agent may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of Borrower may have therein. After deducting in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and Borrower hereby releases Agent and each Lender from, and agrees to hold Agent and each Lender free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto other than, with respect to Agent or any Lender, claims arising out of the proceeds gross negligence or willful misconduct of Agent or such Lxxxxx, respectively; (3) Upon request by Agent, Bxxxxxxx will execute and deliver to Agent a power of attorney, in form and substance reasonably satisfactory to Agent, for the implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of a Copyright, Patent or Trademark. In the Collateral all expensesevent of any such disposition pursuant to this clause 3, including all expenses for legal servicesBorrower shall supply its know-how and expertise relating to the products or services made or rendered in connection with Patents, the Lender shall apply such proceeds toward the satisfaction manufacture and sale of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale products bearing Trademarks, and its customer lists and other records relating to such Copyrights, Patents or other disposition shall be given Trademarks and to the Borrower at least ten distribution of said products, to Agent; (104) days before the 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 shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembledIf, at the Borrower's own expense, the Collateral at such place or places as the Lender any time when Required Lenders shall designate. At any such sale or other disposition, the Lender may, determine to the extent permissible under applicable law, purchase exercise its right to sell the whole or any part of the CollateralShares hereunder, free from any right of redemption on such Shares or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act (or any similar statute), then Agent may, at the direction of Required Lenders in their sole discretion (subject only to applicable requirements of law), sell such Shares or part thereof by private sale in such manner and under such circumstances as Required Lenders may deem necessary or advisable, but subject to the Borrowerother requirements of this Article 7, which right is hereby waived and releasedshall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Agent may, at the direction of Required Lenders in their discretion, (i) in accordance with applicable securities laws proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Shares or part thereof could be or shall have been filed under the Securities Act (or similar statute), (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Shares or any part thereof. In addition to a private sale as provided above in this Article 7, if any of the rights and remedies conferred upon the Lender under this Section, the Lender may, Shares shall not be freely distributable to the full extent public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Article 7, then Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (A) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale; (B) as to the content of legends to be placed upon any certificates representing the Shares sold in such sale, including restrictions on future transfer thereof; (C) as to the representations required to be made by applicable law: (a) enter upon the premises of the Borrower, exclude therefrom the each Person bidding or purchasing at such sale relating to such Person’s access to financial information about Borrower or any entity connected therewith, of its Subsidiaries and take immediate possession such Person’s intentions as to the holding of the CollateralShares so sold for investment for its own account and not with a view to the distribution thereof; and (D) as to such other matters as Agent may, either personally in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Securities Act and all applicable state securities laws. (5) Borrower recognizes that Agent may be unable to effect a public sale of any or all the Shares and may be compelled to resort to one or more private sales thereof in accordance with clause (4) above. Borrower also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by means virtue of such sale being private. Agent shall be under no obligation to delay a receiver appointed by a court sale of competent jurisdictionany of the Shares for the period of time necessary to permit the applicable Subsidiary to register such securities for public sale under the Securities Act, using all necessary force or under applicable state securities laws, even if Borrower and/or the Subsidiary would agree to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

Sale of Collateral. In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent's disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent's rights and remedies upon default, may conduct one or more going out of business sales, in the Collateral Agent's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Borrower. The Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all expensesof which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither any Borrower nor any Person claiming under or in right of any Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, including all expenses for legal servicesor is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Lead Borrower such notice as may be practicable under the circumstances), the Lender Collateral Agent shall apply such proceeds toward give the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Lead Borrower at least ten (10) days before prior written notice of the time date, time, and place of any intended proposed public sale or sale, and of the time date after which any intended private sale or other disposition of the Collateral is to may be made, . Each Borrower agrees that such written notice shall satisfy all requirements for notice to that Borrower which are imposed under the Borrower hereby agrees shall be reasonable notice of such sale UCC or other disposition. applicable law with respect to the exercise of the Collateral Agent's rights and remedies upon default. (d) The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expenseCollateral Agent, the Collateral at such place or places as the Administrative Agent, and any Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, may purchase the whole or any part of the Collateral, free from or any right portion of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of it at any sale held under this Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent. (f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of the exercise by the Collateral Agent of its rights and remedies conferred upon the Lender under this Section, Article. The Administrative Agent shall apply the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises proceeds of the Borrower, exclude therefrom the Borrower or any entity connected therewith, Collateral Agent's exercise of its rights 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 remedies upon default pursuant to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral this Article in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretionaccordance with Sections and.