Common use of Remedial Provisions Clause in Contracts

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless an Event of Default shall have occurred and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest and, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantor, (i) the Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to the Issuer Interest and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Guarantor, and the Guarantor agrees that the Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Issuer Interest directly to the Indenture Trustee. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, Agent and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to its attorneys may exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andPledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Agent’s offices (or those of Agent’s attorneys) or elsewhere, for the avoidance of doubtcash, on credit, or for future delivery, at such price or prices and upon such other terms as Agent deems advisable. The Guarantor agrees that, to distribute the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be given at least ten (10) days prior to any such dividends sale and all other payments such notice shall (i) describe Agent and cash on hand Guarantor, (ii) describe the Pledged Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that the Guarantor is entitled to an accounting of the Obligations, as the case may be, and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made; provided, that no notification need be given to the owners Guarantor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the limited liability company interests Pledged Collateral, if permitted by law, Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in the Guarantor. Agent shall not be obligated to make any sale of Pledged 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 exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Documentit was so adjourned. (b) If an Event Each Guarantor recognizes that the Agent may be unable to effect a public sale of Default any Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”) or applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall occur be obliged to agree, among other things, to acquire such securities for their own account for investment and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights not with a view to the Guarantordistribution or resale thereof. Each Guarantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, (i) notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Agent shall be under no obligation to delay a sale of any Pledged Collateral for the Indenture Trustee shall have period of time necessary to permit the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application issuer thereof to register such securities for public sale under the Obligations in accordance with the Indenture and (ii) the Indenture Trustee Securities Act or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to the Issuer Interest and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Issuer Interest as under applicable state securities laws even if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure issuer would agree to do so or delay in so doingso. (c) The Each Guarantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral (other than public sales under the provisions of the Securities Act and any applicable state or foreign securities law) valid and binding and in compliance with all applicable requirements of law. Each Guarantor further agrees that a breach of any covenant contained in this Agreement will cause irreparable injury to the Agent and other Secured Parties, that the Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Agreement shall be specifically enforceable against such Guarantor, and such Guarantor hereby authorizes waives and instructs the Issuer agrees not to (i) comply with assert any instruction received by it from the Indenture Trustee in writing defense against an action for specific performance of such covenants except for a defense that (x) states that an no Event of Default has occurred and is continuing and (y) is otherwise in accordance with under the terms of this Loan Agreement, without any other or further instructions from the Guarantor, and the Guarantor agrees that the Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Issuer Interest directly to the Indenture Trustee. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, Administrative Agent and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to its attorneys may exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andPledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Administrative Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Administrative Agent’s offices (or those of Administrative Agent’s attorneys), or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Administrative Agent deems advisable. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Pledgor 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 of such matters; provided, that no notification need be given to such Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners purchase of the limited liability company interests Pledged Collateral or any portion thereof free of any right or equity of redemption in each Pledgor. Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement at the Guarantortime and place fixed therefor, and such sale may, without further notice, be made at the time and place to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Documentit was so adjourned. (b) If an Event Each Pledgor recognizes that Administrative Agent may be unable to effect a public sale of Default shall occur all or part of the Pledged Collateral and may be continuing compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and the Indenture Trustee shall give notice of its intent to exercise such rights not with a view to the Guarantordistribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, (i) the Indenture Trustee and that Administrative Agent shall have the right be under no obligation to receive delay a sale of any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof Pledged Collateral for the period of time necessary to the Obligations in accordance with the Indenture and (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to permit the Issuer Interest and of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor hereby specifically waives (y) and, as applicable, releases), any and all rights right or equity of conversionredemption, exchange and subscription and any other rightsright of stay or appraisal, privileges which such Pledgor has or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall may have no duty to the Guarantor to exercise under any such right, privilege law now existing or option and shall not be responsible for any failure to do so or delay in so doinghereafter enacted. (c) The Guarantor hereby authorizes and instructs Each Pledgor acknowledges that neither Administrative Agent nor any of the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Guarantor, and the Guarantor agrees that the Issuer Lenders shall be fully protected liable for any failure or delay in so complyingrealizing upon or collecting the Obligations, or any guaranty thereof or collateral security therefore; and (ii) unless otherwise expressly permitted hereby, pay each Pledgor further acknowledges that neither Administrative Agent nor any dividends or other payments Lender shall have any duty to take any action with respect to the Issuer Interest directly to the Indenture Trusteethereto. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default Default, Administrative Agent or its attorneys shall have occurred and the right without notice or demand or legal process (unless the same shall be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(brequired by applicable law), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andpersonally, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If by an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantoragent, (i) to enter upon, occupy and use any premises owned or leased by each and any Debtor or where the Indenture Trustee shall have Collateral is located (or is believed to be located) until the right Discharge of All Obligations without any obligation to receive pay rent to the applicable Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Administrative Agent for such time as Administrative Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all cash dividendsservices, payments or supplies and other Proceeds paid in respect facilities of the Issuer Interest each and make application thereof to the Obligations in accordance with the Indenture and any Debtor; (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all votingto take possession of each and any Debtor’s original books and records, corporate to obtain access to each and other rights pertaining any Debtor’s data processing equipment, computer hardware and Software relating to the Issuer Interest Collateral and to use all of the foregoing and the information contained therein; and (yiii) to notify postal authorities to change the address for delivery of each Debtor’s mail to an address designated by Administrative Agent and to receive, open and dispose of all mail addressed to such Debtor. If any Debtor’s books and all rights records are prepared or maintained by an accounting service, contractor or other third party agent, such Debtor hereby irrevocably authorizes (until the Discharge of conversionAll Obligations) such service, exchange contractor or other agent, upon notice by Administrative Agent to such Person and subscription and any other rights, privileges or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states Debtor that an Event of Default has occurred and is continuing continuing, to deliver to Administrative Agent or its designees such books and records. (yb) is If any Event of Default shall have occurred and be continuing, Administrative Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise in accordance with available to it, all the terms rights and remedies of this Agreement, without Administrative Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any other or further instructions from the GuarantorDebtor to, and the Guarantor such Debtor hereby agrees that it will, at its expense and upon request of Administrative Agent forthwith, assemble all or part of the Issuer Collateral as directed by Administrative Agent and make it available to Administrative Agent at any place or places designated by Administrative Agent which is reasonably convenient to Administrative Agent in which event such Debtor shall at its own expense (A) forthwith cause the same to be fully protected in moved to the place or places so complyingdesignated by Administrative Agent, (B) store and keep any Collateral so delivered to Administrative Agent at such place or places pending further action by Administrative Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) unless withdraw all cash in any Deposit Account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise expressly dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of Administrative Agent’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 Administrative Agent may deem commercially reasonable. (c) Each Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Administrative Agent and such Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to an accounting of the Obligations, and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted herebyby law, pay any dividends Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other payments disposition of the Collateral or any portion thereof for the account of Administrative Agent (on behalf of the Secured Parties). Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with respect the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Administrative Agent may adjourn any public or private sale from time to time by announcement at the Issuer Interest directly 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. To the Indenture Trusteeextent permitted by law, each Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. (d) Notwithstanding anything If an Event of Default has occurred and is continuing, each Debtor hereby irrevocably authorizes and empowers Administrative Agent, without limiting any other authorizations or empowerments contained in this any of the other Loan Documents, to assert, either directly or on behalf of such Debtor, any claims such Debtor may have, from time to time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). (e) Any and all proceeds received on account of or in connection with any of the Collateral shall be applied in the manner provided in Section 8.03 of the Credit Agreement or, if Section 8.03 is not applicable, as otherwise provided by in the Loan Documents. Any excess balance remaining shall be delivered to the contraryapplicable Debtor, and each Debtor shall remain liable for any deficiency remaining unpaid after the avoidance foregoing application. (f) Each Debtor acknowledges and agrees that a breach of doubtany of the covenants contained in Sections 4, this Agreement does not prohibit the limited liability company interests 5 and 6 hereof will cause irreparable injury to Administrative Agent and that Administrative Agent has no adequate remedy at law in the Guarantor from being pledged by the owner respect of such limited liability company interests breaches and therefore agrees, without limiting the right of Administrative Agent to secure seek and obtain specific performance of other obligations of such owner or Affiliate Debtor contained in this Agreement, that the covenants of such ownerDebtor contained in the Sections referred to in this Section shall be specifically enforceable against such Debtor. (g) No failure or delay on the part of Administrative Agent or any other Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default Default, the Trustee or its attorneys shall have occurred and the right without notice or demand or legal process (unless the same shall be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(brequired by applicable law), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andpersonally, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If by an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantoragent, (i) to enter upon, occupy and use any premises owned or leased by the Indenture Debtor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to the Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee shall have for such time as the right Trustee may desire in order to receive effectively collect or liquidate the Collateral and use in connection with such removal any and all cash dividendsservices, payments or supplies and other Proceeds paid in respect facilities of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and Debtor; (ii) to take possession of the Indenture Trustee or its nominee may thereafter exercise (x) all votingDebtor's original books and records, corporate and other rights pertaining to obtain access to the Issuer Interest Debtor's data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Trustee deems appropriate; and (yiii) any to notify postal authorities to change the address for delivery of the Debtor's mail to an address designated by the Trustee and to receive, open and dispose of all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining mail addressed to the Issuer Interest as if it were Debtor. If the absolute owner thereofDebtor's books and records are prepared or maintained by an accounting service, all without liability except contractor or other third party agent, the Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by the Trustee to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states Person that an Event of Default has occurred and is continuing continuing, to deliver to the Trustee or its designees such books and records, and to follow the Trustee's instructions with respect to further services to be rendered. (yb) is If any Event of Default shall have occurred and be continuing, the Trustee may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise in accordance with available to it, all the terms rights and remedies of this Agreement, without any other the Trustee on default under the UCC (whether or further instructions from not the GuarantorUCC applies to the affected Collateral) and also may: (i) require the Debtor to, and the Guarantor Debtor hereby agrees that it will, at its expense and upon request of the Issuer Trustee forthwith, assemble all or part of the Collateral as directed by the Trustee and make it available to the Trustee at any place or places designated by the Trustee which is reasonably convenient to the Trustee in which event the Debtor shall at its own expense (A) forthwith cause the same to be fully protected in moved to the place or places so complyingdesignated by the Trustee, (B) store and keep any Collateral so delivered to the Trustee at such place or places pending further action by the Trustee, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) unless withdraw all cash in any deposit account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise expressly dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of the Trustee'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 the Trustee may deem commercially reasonable. (c) The Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe the Trustee and the Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that the Debtor is entitled to an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted herebyby law, pay any dividends the Trustee may bid (which bid may be, in whole or in part, in the form of discharge of the Debtor's Obligations) for the purchase, lease, license or other payments disposition of the Collateral or any portion thereof for the account of the Trustee (on behalf of the Holders). The Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Trustee may disclaim any warranties that might arise in connection with respect the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. The Trustee may adjourn any public or private sale from time to time by announcement at the Issuer Interest directly 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. To the Indenture Trusteeextent permitted by law, the Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. (d) Notwithstanding anything If an Event of Default has occurred and is continuing, the Debtor hereby irrevocably authorizes and empowers the Trustee, without limiting any other authorizations or empowerments contained in the Indenture or any of the other Security Documents, to assert, either directly or on behalf of the Debtor, any claims the Debtor may have, from time to time, against any other party to any of the agreements to which the Debtor is a party or to otherwise exercise any right or remedy of the Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of the Debtor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by the Debtor thereunder). (e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any deposit account shall be applied in accordance with the applicable provisions of the Indenture. (f) The Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to the Trustee and that the Trustee has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Trustee to seek and obtain specific performance of other obligations of the Debtor contained in this Agreement, that the covenants of the Debtor contained in the Sections referred to in this Section shall be specifically enforceable against the Debtor. (g) No failure or delay on the part of the Trustee or any Holder in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement to the contraryare cumulative to, and for the avoidance of doubtnot exclusive of, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner any rights or Affiliate of such ownerremedies otherwise available.

Remedial Provisions. 6.1 Rights with respect (a) Upon the occurrence and during the continuance of an Event of Default, Agent or its attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by an agent, (i) to enter upon, occupy and use any premises owned or leased by any Grantor or where the Collateral is located (or is believed to be located) until the Guarantied Obligations are paid in full without any obligation to pay rent to such Grantor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the Issuer Interestpremises of Agent for such time as Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of such Grantor; (ii) to take possession of any Grantor's original books and records, to obtain access to such Grantor's data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate. (ab) Unless an If any Event of Default shall have occurred and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to continuing, Agent may exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andCollateral, for the avoidance of doubt, in addition to distribute such dividends and all other payments rights and cash remedies provided for herein or otherwise available to it, all the rights and remedies of Agent on hand default under the UCC (whether or not the UCC applies to the owners affected Collateral) and also may: (i) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Agent forthwith, assemble all or part of the limited liability company interests Collateral as directed by Agent and make it available to Agent at any place or places designated by Agent which is reasonably convenient to Agent in which event such Grantor shall at its own expense (A) forthwith cause the Guarantorsame to be moved to the place or places so designated by Agent, (B) store and keep any Collateral so delivered to Agent at such place or places pending further action by Agent, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote (C) while Collateral shall be cast so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any Deposit Account and apply such monies in payment of the Guarantied Obligations; and (iii) without notice except as specified below, sell, lease, license or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair otherwise dispose of the Collateral or which would be inconsistent with any part thereof by one or result more contracts, in any violation one or more parcels at public or private sale, and without the necessity of any provision gathering at the place of sale of the Indenture property to be sold, at any of Agent's offices or any elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other Transaction Document. (b) If an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantor, (i) the Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and (ii) the Indenture Trustee or its nominee terms as Agent may thereafter exercise (x) all voting, corporate and other rights pertaining to the Issuer Interest and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee deem commercially reasonable. Agent shall have no duty obligation to the Guarantor to exercise marshal any such right, privilege Collateral in favor of any Grantor or option and shall not be responsible for any failure to do so or delay in so doingBorrower. (c) The Guarantor hereby authorizes Each Grantor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and instructs the Issuer to such notice shall (i) comply describe Agent and such Grantor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Grantor is entitled to an accounting of the Guarantied Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted by law, Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of Agent (on behalf of Agent). Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any instruction received warranties at such time. 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 from was so adjourned. To the Indenture Trustee in writing that extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. (xd) states that If an Event of Default has occurred and is continuing continuing, each Grantor hereby irrevocably authorizes and empowers Agent, without limiting any other authorizations or empowerments contained in any of the other Loan Documents, to assert, either directly or on behalf of any Grantor, any claims any Grantor may have, from time to time, against any other party to any of the agreements to which any Grantor is a party or to otherwise exercise any right or remedy of any Grantor under any such agreements (yincluding, without limitation, the right to enforce directly against any party to any such agreement all of any Grantor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Grantor thereunder). (e) If an Event of Default has occurred and is otherwise continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral shall be applied in accordance with the terms applicable provisions of this the Loan Agreement, without any other or further instructions from the Guarantor, and the Guarantor agrees that the Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Issuer Interest directly to the Indenture Trustee. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(b)Default, the Guarantor shall be permitted to receive all cash dividends paid Pledgee and its attorneys may exercise in respect of the Issuer Interest andPledged Securities, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Securities), and the Pledgee may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Securities or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of the Pledgee’s offices (or those of the Pledgee’s attorneys) or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as the avoidance of doubtPledgee deems advisable. The Pledgor agrees that, to distribute such dividends and all other payments and cash on hand the extent notice of sale shall be required by law, at least ten (10) days’ notice to the owners Pledgor of the limited liability company interests in time and place of any public sale or the Guarantor, and time after which any private sale is to exercise all voting and corporate or other organizational rights with respect to the Issuer Interestbe made shall constitute reasonable notification of such matters; provided, however, that no vote shall notification need be cast given to the Pledgor if it has authenticated after default a statement renouncing or corporate modifying any right to notification of sale or other organizational right exercised intended disposition. The Pledgee shall not be obligated to make any sale of Pledged Securities regardless of notice of sale having been given. The Pledgee may adjourn any public or other action taken whichprivate sale from time to time by announcement at the time and place fixed therefor, in and such sale may, without further notice, be made at the Indenture Trustee’s reasonable judgment, would impair the Collateral or time and place to which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Documentit was so adjourned. (b) If an Event The Pledgor recognizes that the Pledgee may be unable to effect a public sale of Default shall occur all or part of the Pledged Securities and may be continuing compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Securities for their own account, for investment and the Indenture Trustee shall give notice of its intent to exercise such rights not with a view to the Guarantordistribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, (i) and that the Indenture Trustee Pledgee shall have the right be under no obligation to receive delay a sale of any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof Pledged Securities for the period of time necessary to permit Pledgee to register such securities for public sale under the Obligations in accordance with Securities Act of 1933, or under any other applicable requirement of law. To the Indenture and extent permitted by law, the Pledgor hereby specifically waives (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all votingand, corporate and other rights pertaining to the Issuer Interest and (yas applicable, releases) any and all rights right or equity of conversionredemption, exchange and subscription and any other rightsright of stay or appraisal, privileges which the Pledgor has or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall may have no duty to the Guarantor to exercise under any such right, privilege law now existing or option and shall not be responsible for any failure to do so or delay in so doinghereafter enacted. (c) The Guarantor hereby authorizes and instructs Pledgor acknowledges that the Issuer to (i) comply with Pledgee shall not be liable for any instruction received by it from failure or delay in realizing upon or collecting the Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this AgreementNote Obligations, without or any other guaranty thereof or further instructions from the Guarantor, collateral security therefore; and the Guarantor agrees Pledgor further acknowledges that the Issuer Pledgee shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay have no duty to take any dividends or other payments action with respect to the Issuer Interest directly to the Indenture Trusteethereto. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights 7.1 Subject to any applicable grace period to cure an Event of Default as provided in Article 10 of the Loan Agreement, upon the occurrence of a Pledgor Event of Default and at any time thereafter, the Pledgee may declare all obligations secured hereby immediately due and payable and may proceed to enforce payment of the same in accordance with respect to the Issuer Interestterms of this Agreement and any other Loan Document, including without limitation in accordance with all of the terms of this Article 7 and Article 8 hereof. (a) Unless an 7.2 If a Pledgor Event of Default shall have occurred and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest and, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantor, (i) the Indenture Trustee Pledgee shall have the right to receive any and all cash dividends, payments or other Proceeds proceeds paid in respect of the Issuer Interest Pledged Shares and make application thereof to the Obligations in accordance with such order as the Indenture Pledgee may determine, and (ii) any or all of the Indenture Trustee Pledged Shares shall be registered in the name of the Pledgee or its nominee respective nominees, and the Pledgee or its respective nominees may thereafter exercise exercise, subject to any provisions and applicable law, (x) all voting, corporate corporate, ownership and other rights pertaining to the Issuer Interest such Pledged Shares at any meeting of shareholders, owners, members or limited or general partners, as applicable, of IFM or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Issuer Interest such Pledged Shares as if it were the absolute owner thereofthereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of IFM, or upon the exercise by the Pledgee of any right, privilege or option pertaining to such Pledged Shares, and in connection therewith, the right to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Pledgee may determine), all without liability except to account for property actually received by it, but the Indenture Trustee Pledgee shall have no duty to the Guarantor Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. The Pledgor agrees that it shall take any and all ministerial and other actions necessary (including, without limitation, under IFM’s memorandum and articles of association, bye-laws and other organizational documents) to ensure that all of the remedies and other rights described in the previous sentence are accorded to the Pledgee as promptly as practicable following the occurrence of any Pledgor Event of Default. The Pledgor further agrees to transfer, pay over or assign to the Pledgee any and all cash dividends, payments or other proceeds paid in respect of the Pledged Shares and any other right or benefit whatsoever that it may receive or that may accrue to it following the occurrence of a Pledgor Event of Default. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states that an 7.3 If a Pledgor Event of Default has shall have occurred and is continuing be continuing, the Pledgee may exercise, in addition to all other rights and (y) is otherwise remedies granted to it in accordance with the terms of this Agreement, without in any Loan Document and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the laws of the Cayman Islands or any other applicable law. Without limiting the generality of the foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice otherwise provided hereunder or required by law referred to below) to or upon Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived) (to the extent allowed under any Requirement of Law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at one or more public or private sales, at any exchange, broker’s board or office of the Pledgee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Pledgee shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived and released. Pledgor further instructions from agrees to assemble the GuarantorCollateral and make it available to the Pledgee at places which the Pledgee shall reasonably select, whether at Pledgor’s premises or elsewhere. 7.4 The Pledgee shall apply the net proceeds of any action taken by it pursuant to this Article 7, after deducting all out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys’ fees and disbursements as provided under Article 8, to the payment in whole or in part of the Obligations, in such order as the Pledgee may elect, and only after such application and after the Guarantor agrees that payment by the Issuer Pledgee of any other amount required by any provision of law, need the Pledgee account for the surplus, if any, to Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against the Pledgee arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be fully protected in so complyingrequired by law, such notice shall be deemed reasonable and (ii) unless otherwise expressly permitted hereby, pay any dividends proper if given at least 10 days before such sale or other payments with respect to the Issuer Interest directly to the Indenture Trusteedisposition. 7.5 Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of counsel (dincluding, without limitation, the allocated fees and disbursements and other charges of in-house counsel) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of Pledgee to collect such limited liability company interests to secure obligations of such owner or Affiliate of such ownerdeficiency.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, Agent and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to its attorneys may exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andPledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker's board or at any of Agent's offices (or those of Agent's attorneys) or elsewhere, for the avoidance of doubtcash, on credit, or for future delivery, at such price or prices and upon such other terms as Agent deems advisable. The Pledgor agrees that, to distribute such dividends and all other payments and cash on hand the extent notice of sale shall be required by law, at least ten (10) days' notice to the owners Pledgor of the limited liability company interests in time and place of any public sale or the Guarantor, and time after which any private sale is to exercise all voting and corporate or other organizational rights with respect to the Issuer Interestbe made shall constitute reasonable notification of such matters; provided, howeverPROVIDED, that no vote shall notification need be cast given to the Pledgor if it has authenticated after default a statement renouncing or corporate modifying any right to notification of sale or other organizational right exercised intended disposition. At any sale of the Pledged Collateral, if permitted by law, Agent may bid (which bid may be, in whole or other action taken whichin part, in the Indenture Trustee’s reasonable judgment, would impair form of cancellation of indebtedness) for the purchase of the Pledged Collateral or which would be inconsistent with or result in any violation portion thereof free of any provision right or equity of redemption in the Indenture Pledgor. Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Agent may adjourn any public or any other Transaction Documentprivate 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. (b) If an Event The Pledgor recognizes that Agent may be unable to effect a public sale of Default shall occur all or part of the Pledged Collateral and may be continuing compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and the Indenture Trustee shall give notice of its intent to exercise such rights not with a view to the Guarantordistribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, (i) the Indenture Trustee and that Agent shall have the right be under no obligation to receive delay a sale of any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof Pledged Collateral for the period of time necessary to the Obligations in accordance with the Indenture and (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to permit the Issuer Interest and of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, the Pledgor hereby specifically waives (yand, as applicable, releases) any and all rights right or equity of conversionredemption, exchange and subscription and any other rightsright of stay or appraisal, privileges which the Pledgor has or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall may have no duty to the Guarantor to exercise under any such right, privilege law now existing or option and shall not be responsible for any failure to do so or delay in so doinghereafter enacted. (c) The Guarantor hereby authorizes and instructs Pledgor acknowledges that neither Agent nor any of the Issuer to (i) comply with Lenders shall be liable for any instruction received by it from failure or delay in realizing upon or collecting the Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this AgreementObligations, without or any other guaranty thereof or further instructions from the Guarantor, collateral security therefore; and the Guarantor agrees Pledgor further acknowledges that the Issuer neither Agent nor any Lender shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay have any dividends or other payments duty to take any action with respect to the Issuer Interest directly to the Indenture Trusteethereto. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, Maranon Agent and be continuing and its attorneys may, and, in any event, Agent at the Indenture Trustee shall have given notice to the Guarantor direction of the Indenture Trustee’s intent to Requisite Lenders shall exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andPledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it under any applicable law or any Loan Document, all the rights and remedies of a secured party under the Code (whether or not the Code applies to the affected Pledged Collateral), and Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Agent’s offices (or those of Agent’s attorneys) or elsewhere, for the avoidance of doubtcash, on credit, or for future delivery, at such price or prices and upon such other terms as Agent deems advisable. Each Pledgor agrees that, to distribute the extent notice of sale shall be required by law, at least ten (10) days’ notice to such dividends and all other payments and cash on hand to the owners Pledgor of the limited liability company interests in time and place of any public sale or the Guarantor, and time after which any private sale is to exercise all voting and corporate or other organizational rights with respect to the Issuer Interestbe made shall constitute reasonable notification of such matters; provided, however, that no vote shall notification need be cast given to such Pledgor if it has authenticated after default a statement renouncing or corporate modifying any right to notification of sale or other organizational right exercised intended disposition. At any sale of the Pledged Collateral, if permitted by law, Agent may bid (which bid may be, in whole or other action taken whichin part, in the Indenture Trustee’s reasonable judgment, would impair form of cancellation of indebtedness) for the purchase of the Pledged Collateral or which would be inconsistent with any portion thereof free of any right or result equity of redemption in any violation Pledgor. Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Agent may adjourn any provision of public or private sale from time to time by announcement at the Indenture or any other Transaction Documenttime and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) If an Event Each Pledgor recognizes that Agent may be unable to effect a public sale of Default shall occur all or part of the Pledged Collateral and may be continuing compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and the Indenture Trustee shall give notice of its intent to exercise such rights not with a view to the Guarantordistribution or resale thereof. Pledgors acknowledge that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, (i) the Indenture Trustee and that Agent shall have the right be under no obligation to receive delay a sale of any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof Pledged Collateral for the period of time necessary to the Obligations in accordance with the Indenture and (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to permit the Issuer Interest and of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of law, even if such Issuer would agree to do so. To the extent permitted by law, each Pledgor hereby specifically waives (yand, as applicable, releases) any and all rights right or equity of conversionredemption, exchange and subscription and any other rightsright of stay or appraisal, privileges which such Pledgor has or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall may have no duty to the Guarantor to exercise under any such right, privilege law now existing or option and shall not be responsible for any failure to do so or delay in so doinghereafter enacted. (c) The Guarantor hereby authorizes and instructs Pledgors acknowledge that neither Agent nor any of the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Guarantor, and the Guarantor agrees that the Issuer Lenders shall be fully protected liable for any failure or delay in so complyingrealizing upon or collecting the Obligations, or any guaranty thereof or collateral security therefore; and (ii) unless otherwise expressly permitted hereby, pay Pledgors further acknowledge that neither Agent nor any dividends or other payments Lender shall have any duty to take any action with respect to the Issuer Interest directly to the Indenture Trusteethereto. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights with respect to In the Issuer Interest. (a) Unless an Event event insolvency, bankruptcy, reorganization, or any other proceedings seeking relief under federal or state bankruptcy or Borrowers’ relief laws are instituted by or against Borrower, or in the event Borrower makes a general assignment for the benefit of Default shall have occurred and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(b)creditors, the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest and, for the avoidance of doubt, to distribute such dividends entire unpaid balance owing hereunder and any and all other payments sums which Borrower may owe Lender will thereupon immediately become due and cash on hand payable in full, without the necessity of Lender’s giving any notice to the owners Borrower, making demand, or taking any other action, and Lender may proceed immediately to enforce payment of the limited liability company interests in the Guarantor, same and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantor, (i) the Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to the Issuer Interest and (y) any and all rights afforded by the Uniform Commercial Code of conversionthe State of Kansas, exchange as now in effect and subscription as hereafter amended, or under the laws of any state in which any part of the Collateral is then located, including the right to immediate possession of the Collateral. Upon any other default, Lender may, at its option, declare due and payable the entire unpaid balance owing under the aforesaid promissory note(s) and any and all other rightssums which Borrower may owe Lender, privileges and, in such event, such sum(s) will be due and payable immediately upon the giving of notice by Lender to Borrower by facsimile or options pertaining overnight delivery addressed to the Issuer Interest Borrower, at the addresses shown above or to such other address of Borrower as if it were the absolute owner thereof, may from time to time be shown on Lender’s records. Lender may proceed immediately to enforce payment of all without liability except sums owing to account for property actually received Lender by it, but the Indenture Trustee shall have no duty to the Guarantor Borrower and to exercise any such rightand all rights afforded by the Uniform Commercial Code of the State of Kansas, privilege as now in effect and as hereafter amended, or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs afforded by the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states that an Event laws of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from state in which any part of the GuarantorCollateral may then be located, including, but not limited to, the right to immediate possession of the Collateral. In the event of default, Borrower will, upon demand by Lender, at Borrower’s sole expense, assemble the Collateral and the Guarantor agrees that the Issuer shall make it available to Lender at a place to be fully protected in so complyingdesignated by Lender which is reasonably convenient to both Lender and Borrower. Any notice of sale, and (ii) unless otherwise expressly permitted herebydisposition, pay any dividends or other payments with respect intended action by Lender sent to Borrower at the Issuer Interest directly addresses specified above, or at such other address of Borrower as may from time to the Indenture Trusteetime be shown on Lender’s records, at least five (5) days before such action, will constitute reasonable notice to Borrower. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default Default, Secured Party or its attorneys shall have occurred and the right without notice or demand or legal process (unless the same shall be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(brequired by applicable law), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andpersonally, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If by an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantoragent, (i) to enter upon, occupy and use any premises owned or leased by Debtor or where the Indenture Trustee Collateral is located (or is believed to be located) until this Agreement is terminated pursuant to Section 22 without any obligation to pay rent to Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Secured Party or its agents for such time as Secured Party may desire in order to effectively collect or liquidate the Collateral, and to use in connection with such removal any and all services, supplies and other facilities of Debtor; (ii) to take possession of Debtor’s original books and records, to obtain access to Debtor’s data processing equipment, computer hardware and Software relating to the Collateral and to use or disclose all of the foregoing and the information contained therein in any manner Secured Party deems appropriate; and (iii) to notify postal authorities to change the address for delivery of Debtor’s mail to an address designated by Secured Party and to receive, open and dispose of all mail addressed to Debtor (subject to any Intercreditor Agreement granting to any Senior Lender (or its agent) such right for the benefit of the Senior Lenders and Secured Party), in which event Debtor shall have the right to receive any copies of all mail received by Secured Party. If Debtor’s books and all cash dividendsrecords are prepared or maintained by an accounting service, payments contractor or other Proceeds paid in respect of the Issuer Interest and make application thereof third party agent, Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by Secured Party to the Obligations in accordance with the Indenture and (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to the Issuer Interest and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states Person that an Event of Default has occurred and is continuing continuing, to deliver to Secured Party or its designees such books and records, and to follow Secured Party’s instructions with respect to further services to be rendered. (b) If any Event of Default shall have occurred and be continuing, Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of Secured Party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of Secured Party forthwith, assemble all or part of the Collateral as directed by Secured Party and make it available to Secured Party at any place or places designated by Secured Party which is reasonably convenient to Secured Party in which event Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by Secured Party, (B) store and keep any Collateral so delivered to Secured Party at such place or places pending further action by Secured Party, and (yC) is while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any Deposit Account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at the offices of Secured Party or its attorneys 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 Secured Party may deem commercially reasonable and in accordance with the terms UCC. (c) Debtor agrees that, to the extent notice of this Agreement, without any other or further instructions from the Guarantor, and the Guarantor agrees that the Issuer sale shall be fully protected in so complyingrequired by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Secured Party and Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that Debtor is entitled to an accounting of the Obligations and state the charge, if any, for an accounting, and (iiv) unless otherwise expressly state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted herebyby law, pay any dividends Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other payments disposition of the Collateral or any portion thereof for the account of Secured Party. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may disclaim any warranties that might arise in connection with respect the sale, lease, license or other disposition of the Collateral and has no obligation to provide any warranties to the Issuer Interest directly buyer at such sale. Secured Party may adjourn any public or private sale from time to time by announcement at the Indenture Trusteetime and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. (d) Notwithstanding anything If an Event of Default has occurred and is continuing, Debtor hereby irrevocably authorizes and empowers Secured Party, without limiting any other authorizations or empowerments contained in any of the other Collateral Documents, to assert, either directly or on behalf of Debtor, any Account, Instrument, agreement, document, right or claim Debtor may have from time to time against any other party thereto or any other Person, or to otherwise exercise any right or remedy of Debtor thereunder (including, without limitation, the right to enforce directly against any Person all of Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by Debtor thereunder), subject to any Intercreditor Agreement. Debtor hereby absolutely, unconditionally, irrevocably and expressly forever waives (to the fullest extent permitted by applicable law) each and every claim or defense, and agrees that Debtor shall not assert or pursue (by action, suit, counterclaim or otherwise) any claim or defense, respecting (i) any settlement or compromise made by Secured Party with any obligor or other third party under any Account, Instrument, agreement, document or General Intangible included in the Collateral, irrespective of any reduction in the potential proceeds therefrom. (e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations (other than principal and interest) and expenses (including attorney’s expenses and fees) incurred by or owing to Secured Party with respect to this Agreement, the other Note Documents or the Collateral, including all costs and expenses of any sale or other disposition; second, to accrued and unpaid interest on the Obligations; and third, to the principal amount of the Obligations. Any balance remaining after giving effect to such application shall be delivered to Debtor or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. If the amount of the proceeds received shall be insufficient to pay and satisfy all of the Obligations in full, Debtor acknowledges and agrees that Debtor shall remain and be liable for any deficiency in the Obligations. (f) If an Event of Default has occurred and is continuing, Secured Party may exercise any voting, consent, enforcement or other right, power, privilege, remedy or interest of Debtor pertaining to any item of Collateral to the same extent as if Secured Party were the outright owner thereof, including (without limitation) any right that a record or beneficial owner of any Collateral may have, provided that Secured Party shall not be entitled to exercise any of the voting rights of Debtor pertaining to any equity interest in any Subsidiary of Debtor unless and until the Secured Party has given specific written notice to Debtor of Secured Party’s election to exercise one or more, or all, such voting rights. (g) Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Secured Party and that Secured Party has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Secured Party to seek and obtain specific performance of other obligations of Debtor contained in this Agreement, that the covenants of Debtor contained in the Sections referred to in this Section shall be specifically enforceable against Debtor. (h) No failure or delay on the part of Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement to the contraryare cumulative to, and for the avoidance of doubtnot exclusive of, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner any rights or Affiliate of such ownerremedies otherwise available.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default Default, Agent or its attorneys shall have occurred and the right without notice or demand or legal process (unless the same shall be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(brequired by applicable law), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andpersonally, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If by an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantoragent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Indenture Trustee shall have Collateral is located (or is believed to be located) until the right Obligations are paid in full without any obligation to receive pay rent to such Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Agent for such time as Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all cash dividendsservices, payments or supplies and other Proceeds paid in respect facilities of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and such Debtor; (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all votingto take possession of any Debtor's original books and records, corporate to obtain access to any Debtor's data processing equipment, computer hardware and other rights pertaining Software relating to the Issuer Interest Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate; and (yiii) to notify postal authorities to change the address for delivery of any Debtor's mail to an address designated by Agent and to receive, open and dispose of all rights of conversionmail addressed to such Debtor. If any Debtor's books and records are prepared or maintained by an accounting service, exchange and subscription and any contractor or other rightsthird party agent, privileges such Debtor hereby irrevocably authorizes such service, contractor or options pertaining other agent, upon notice by Agent to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states Person that an Event of Default has occurred and is continuing continuing, to deliver to Agent or its designees such books and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Guarantorrecords, and to follow Agent's instructions with respect to further services to be rendered. (b) If any Event of Default shall have occurred and be continuing, Agent may exercise in respect of the Guarantor Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any Debtor to, and each Debtor hereby agrees that it will, at its expense and upon request of Agent forthwith, assemble all or part of the Issuer Collateral as directed by Agent and make it available to Agent at any place or places designated by Agent which is reasonably convenient to Agent in which event such Debtor shall at its own expense (A) forthwith cause the same to be fully protected in moved to the place or places so complyingdesignated by Agent, (B) store and keep any Collateral so delivered to Agent at such place or places pending further action by Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) unless withdraw all cash in any deposit account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise expressly dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of Agent'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 Agent may deem commercially reasonable. (c) Each Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Agent and such Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted herebyby law, pay any dividends Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other payments disposition of the Collateral or any portion thereof for the account of Agent (on behalf of Lenders). Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent may disclaim any warranties that might arise in connection with respect the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Agent may adjourn any public or private sale from time to time by announcement at the Issuer Interest directly 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. To the Indenture Trusteeextent permitted by law, each Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. (d) Notwithstanding anything If an Event of Default has occurred and is continuing, each Debtor hereby irrevocably authorizes and empowers Agent, without limiting any other authorizations or empowerments contained in this Agreement any of the other Loan Documents, to the contraryassert, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner either directly or on behalf of such limited liability company interests Debtor, any claims such Debtor may have, from time to secure time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Debtor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). (e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any deposit account shall be applied in accordance with the applicable provisions of the Credit Agreement. (f) Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Agent and that Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Agent to seek and obtain specific performance of other obligations of such owner or Affiliate Debtor contained in this Agreement, that the covenants of such ownerDebtor contained in the Sections referred to in this Section shall be specifically enforceable against such Debtor. (g) No failure or delay on the part of Agent or any Lender in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default Default, the Trustee or its attorneys shall have occurred and the right without notice or demand or legal process (unless the same shall be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(brequired by applicable law), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andpersonally, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If by an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantoragent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Indenture Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to such Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Trustee shall have for such time as the right Trustee may desire in order to receive effectively collect or liquidate the Collateral and use in connection with such removal any and all cash dividendsservices, payments or supplies and other Proceeds paid in respect facilities of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and such (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all votingto take possession of any Debtor's original books and records, corporate to obtain access to any Debtor's data processing equipment, computer hardware and other rights pertaining Software relating to the Issuer Interest Collateral and to use all of the foregoing and the information contained therein in any manner the Trustee deems appropriate; and (yiii) to notify postal authorities to change the address for delivery of any Debtor's mail to an address designated by the Trustee and to receive, open and dispose of all rights of conversionmail addressed to such Debtor. If any Debtor's books and records are prepared or maintained by an accounting service, exchange and subscription and any contractor or other rightsthird party agent, privileges such Debtor hereby irrevocably authorizes such service, contractor or options pertaining other agent, upon notice by the Trustee to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states Person that an Event of Default has occurred and is continuing continuing, to deliver to the Trustee or its designees such books and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Guarantorrecords, and to follow the Guarantor Trustee's instructions with respect to further services to be rendered. (b) If any Event of Default shall have occurred and be continuing, the Trustee may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of the Trustee on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any Debtor to, and each Debtor hereby agrees that it will, at its expense and upon request of the Issuer Trustee forthwith, assemble all or part of the Collateral as directed by the Trustee and make it available to the Trustee at any place or places designated by the Trustee which is reasonably convenient to the Trustee in which event such Debtor shall at its own expense (A) forthwith cause the same to be fully protected in moved to the place or places so complyingdesignated by the Trustee, (B) store and keep any Collateral so delivered to the Trustee at such place or places pending further action by the Trustee, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) unless withdraw all cash in any deposit account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise expressly permitted herebydispose of the Collateral or any part thereof by one or more contracts, pay any dividends in one or other payments with respect to the Issuer Interest directly to the Indenture Trustee. (d) Notwithstanding anything in this Agreement to the contrarymore parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of the Trustee'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 the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such ownerTrustee may deem commercially reasonable.

Remedial Provisions. 6.1 Rights 5.1 Upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right without notice or demand or legal process to: (i) notify the Account Debtor under any Accounts (or any other Person obligated thereon) of the Lien granted upon such Accounts in favor of Administrative Agent and to direct such Account Debtors and other Persons to make payment of all amounts due or to become due or otherwise render performance directly to Administrative Agent; (ii) so long as any of the Secured Obligations have been accelerated, exercise the rights of each Debtor with respect to the Issuer Interestobligation of the Account Debtor to make payment or otherwise render performance to the applicable Debtor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral; and (iii) so long as any of the Secured Obligations have been accelerated, adjust, settle or compromise the amount or payment of such Accounts. (a) Unless 5.2 Upon the occurrence and during the continuance of an Event of Default Default, Administrative Agent or its attorneys shall have occurred and the right without notice or demand or legal process (unless the same shall be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(brequired by applicable law), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andpersonally, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If by an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantoragent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Indenture Trustee shall have Collateral is located (or is believed to be located) until the right Secured Obligations are paid in full without any obligation to receive pay rent to any Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Administrative Agent for such time as Administrative Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all cash dividendsservices, payments or supplies and other Proceeds paid in respect facilities of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and any Debtor; (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all votingto take possession of any Debtor’s original books and records, corporate to obtain access to any Debtor’s data processing equipment, computer hardware and other rights pertaining Software relating to the Issuer Interest Collateral and to use all of the foregoing and the information contained therein in any manner Administrative Agent deems appropriate; and (yiii) to notify postal authorities to change the address for delivery of any Debtor’s mail to an address designated by Administrative Agent and to receive, open and dispose of all rights of conversionmail addressed to any Debtor. If any Debtor’s books and records are prepared or maintained by an accounting service, exchange and subscription and any contractor or other rightsthird party agent, privileges each Debtor hereby irrevocably authorizes such service, contractor or options pertaining other agent, upon notice by Administrative Agent to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states Person that an Event of Default has occurred and is continuing continuing, to deliver to Administrative Agent or its designees such books and records, and to follow Administrative Agent’s instructions with respect to further services to be rendered. 5.3 If any Event of Default shall have occurred and be continuing, Administrative Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of Administrative Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require any Debtor to, and each Debtor hereby agrees that it will, at its expense and upon request of Administrative Agent forthwith, assemble all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at any place or places designated by Administrative Agent which is reasonably convenient to Administrative Agent in which event each Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by Administrative Agent, (B) store and keep any Collateral so delivered to Administrative Agent at such place or places pending further action by Administrative Agent, and (yC) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in any Deposit Account and apply such monies in payment of the Secured Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of Administrative Agent’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 Administrative Agent may deem commercially reasonable. Administrative Agent shall have no obligation to marshal any Collateral in favor of any Debtor or any other Obligor. 5.4 Each Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Administrative Agent and the applicable Debtors, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that the applicable Debtors are entitled to an accounting of the Secured Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made; provided, that no notification need be given to any Debtor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Collateral, if permitted by law, Administrative Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of Administrative Agent (on behalf of the Secured Parties). Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. 5.5 If an Event of Default has occurred and is continuing, each Debtor hereby irrevocably authorizes and empowers Administrative Agent, without limiting any other authorizations or empowerments contained in any of the other Loan Documents, to assert, either directly or on behalf of such Debtor, any claims such Debtor may have, from time to time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). 5.6 If an Event of Default has occurred and is continuing, proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be applied in accordance with the terms applicable provisions of the Credit Agreement. 5.7 Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Administrative Agent and that Administrative Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Administrative Agent to seek and obtain specific performance of other obligations of each Debtor contained in this Agreement, without that the covenants of each Debtor contained in the Sections referred to in this Section shall be specifically enforceable against each Debtor. 5.8 No failure or delay on the part of Administrative Agent in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further instructions from the Guarantorexercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and the Guarantor agrees that the Issuer shall be fully protected in so complyingnot exclusive of, and (ii) unless any rights or remedies otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Issuer Interest directly to the Indenture Trusteeavailable. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights (a) Upon the occurrence and during the continuance of an Event of Default beyond the applicable cure period, Bank and its attorneys may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the Mortgage (with respect to the Issuer Interest. Real Property), or otherwise available to it, all the rights and remedies of a secured party under the UCC or under the Mortgage, and Bank may also, without demand, advertisement or notice of any kind (aother than the notice specified below relating to a public or private sale), sell the Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Bank’s offices (or those of Bank’s attorneys) Unless an Event or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as Bank deems advisable. Guarantor agrees that, to the extent notice of Default sale shall have occurred and be continuing and the Indenture Trustee shall have given required by law, at least ten (10) days’ notice to the Guarantor of the Indenture Trustee’s intent time and place of any public sale or the time after which any private sale is to exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor be made shall be permitted to receive all cash dividends paid in respect constitute reasonable notification of the Issuer Interest and, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interestmatters; provided, however, that no vote shall notification need be cast given to Guarantor if it has authenticated after default a statement renouncing or corporate modifying any right to notification of sale or other organizational right exercised intended disposition. At any sale of the Collateral, if permitted by law, Bank may bid (which bid may be, in whole or other action taken whichin part, in the Indenture Trustee’s reasonable judgment, would impair form of cancellation of indebtedness) for the purchase of the Collateral or which would be inconsistent with or result in any violation portion thereof free of any provision right of equity or redemption in Guarantor. Bank shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Bank may adjourn any public or private sale from time to time by announcement at the Indenture or any other Transaction Documenttime and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) If an Event Guarantor recognizes that Bank may be unable to effect a public sale of Default shall occur all or part of the Collateral and may be continuing compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Collateral for their own account, for investment and the Indenture Trustee shall give notice of its intent to exercise such rights not with a view to the Guarantor, (i) the Indenture Trustee shall have the right to receive distribution or resale thereof. Guarantor acknowledges that any such private sales may be at prices and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof on terms less favorable to the Obligations seller than if sold at public sales and agrees that the fact that the sale is conducted at a private sale shall itself not be cause to determine that such sale was not made in accordance with a commercially reasonable manner. To the Indenture and extent permitted by law, Guarantor hereby specifically waives (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all votingand, corporate and other rights pertaining to the Issuer Interest and (yas applicable, releases) any and all rights right or equity of conversionredemption, exchange and subscription and any other rightsright of stay or appraisal, privileges which Guarantor has or options pertaining to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall may have no duty to the Guarantor to exercise under any such right, privilege law now existing or option and shall not be responsible for any failure to do so or delay in so doinghereafter enacted. (c) The Guarantor hereby authorizes acknowledges that Bank shall not be liable for any failure or delay in realizing upon or collecting the Secured Obligations or any guaranty thereof or collateral security therefore; and instructs the Issuer Guarantor further acknowledges that Bank shall not have any duty to (i) comply take any action with any instruction received by it from the Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementrespect thereto, without any other or further instructions from the Guarantor, and the Guarantor agrees that the Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments except with respect to the Issuer Interest directly to the Indenture Trustee. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged any duty or obligation imposed on Bank by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such ownerUCC.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Following the occurrence and during the continuance of an Event of Default Default, the Agent or its attorneys shall have occurred and the right without notice or demand or legal process (unless the same shall be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(brequired by applicable law), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andpersonally, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If by an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantoragent, (i) to enter upon, occupy and use any premises owned or leased by any Debtor or where the Indenture Trustee shall have Collateral is located (or is believed to be located) until the right Obligations are paid in full without any obligation to receive pay rent to any Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of the Agent for such time as the Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all cash dividendsservices, payments or supplies and other Proceeds paid in respect facilities of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and any Debtor; (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all votingto take possession of any Debtor’s original books and records, corporate to obtain access to any Debtor’s data processing equipment, computer hardware and other rights pertaining Software relating to the Issuer Interest Collateral and to use all of the foregoing and the information contained therein in any manner the Agent deems appropriate; and (yiii) to notify postal authorities to change the address for delivery of each Debtor’s mail to an address designated by the Agent and to receive, open and dispose of all mail addressed to any Debtor. If any Debtor’s books and all rights of conversionrecords are prepared or maintained by an accounting service, exchange and subscription and any contractor or other rightsthird-party agent, privileges such Debtor hereby irrevocably authorizes such service, contractor or options pertaining other agent, upon notice by the Agent to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states Person that an Event of Default has occurred and is continuing continuing, to deliver to the Agent or its designees such books and records, and to follow the Agent’s instructions with respect to further services to be rendered. (yb) is otherwise in accordance If any Event of Default shall have occurred and be continuing, the Agent may, with the terms concurrence or at the direction of this Agreementthe Required Purchasers, without any exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or further instructions from otherwise available to it, all the Guarantorrights and remedies of the Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require each Debtor to, and the Guarantor each Debtor hereby agrees that it will, at its expense and upon request of the Issuer Agent forthwith, assemble all or part of the Collateral as directed by the Agent and make it available to the Agent at any place or places designated by the Agent which is reasonably convenient to the Agent in which event such Debtor shall at its own expense (A) forthwith cause the same to be fully protected in moved to the place or places so complyingdesignated by the Agent, (B) store and keep any Collateral so delivered to the Agent at such place or places pending further action by the Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) unless withdraw all cash in any Deposit Account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise expressly permitted herebydispose of the Collateral or any part thereof by one or more contracts, pay in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any dividends of the Agent’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 the Agent may deem commercially reasonable. The Agent shall have no obligation to marshal any Collateral in favor of any Debtor or any other Person. The Agent is hereby granted a license or other payments with respect right, solely pursuant to the Issuer Interest directly provisions of this Section 5, to use, without charge, each Borrower’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Indenture TrusteeCollateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with the Agent’s exercise of its rights under this Section 5, each Debtor’s rights under all licenses and all franchise agreements shall inure to the Agent’s benefit; (c) Each Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe the Agent, the Secured Parties and the applicable Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted by law, the Agent or any Secured Party may bid directly or through an affiliate or special purpose entity (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of Secured Parties. The Agent, on behalf of the Secured Parties, shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent, on behalf of the Secured Parties, may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. The Agent, on behalf of the Secured Parties, 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. To the extent permitted by law, each Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. (d) Notwithstanding anything If an Event of Default has occurred, each Debtor hereby irrevocably authorizes and empowers the Agent, on behalf of the Secured Parties, without limiting any other authorizations or empowerments contained in this Agreement any of the other Transaction Documents, to assert, either directly or on behalf of such Debtor, any claims such Debtor may have, from time to time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). (e) If an Event of Default has occurred, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be applied as determined by the Secured Parties in their sole discretion. (f) Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to the contrarySecured Parties, and for that the avoidance of doubt, this Agreement does not prohibit the limited liability company interests Secured Parties have no adequate remedy at law in the Guarantor from being pledged by the owner respect of such limited liability company interests breaches and therefore agrees, without limiting the right of the Agent or any Secured Party to secure seek and obtain specific performance of other obligations of such owner or Affiliate Debtor contained in this Agreement, that the covenants of such ownerDebtor contained in the Sections referred to in this Section shall be specifically enforceable against such Debtor. (g) No failure or delay on the part of the Agent or any other Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. In addition to the rights and remedies described above, the Agent and Secured Parties shall have all rights and remedies available to secured creditors under the UCC, or otherwise available at law or in equity. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless If an Event of Default shall have occurred and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to continuing: (1) Administrative Agent, may exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andCollateral, for the avoidance of doubt, in addition to distribute such dividends and all other payments rights and cash remedies provided for in this Agreement, in any other Credit Document or otherwise available to it, all the rights and remedies of Administrative Agent on hand default under the Uniform Commercial Code (whether or not the Uniform Commercial Code applies to the owners of the limited liability company interests affected Collateral). Administrative Agent shall have no obligation to marshal any Collateral in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation favor of any provision of the Indenture Grantor or any other Transaction Documentcredit party. (b2) If an Event of Default shall occur and be continuing and the Indenture Trustee shall give upon notice of its intent to exercise such rights by Administrative Agent to the Guarantorrelevant Grantor or Grantors, (i) the Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and (ii) the Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xA) all any voting, consent, corporate and other rights right pertaining to the Issuer Interest Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (yB) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Issuer Interest interests in Pledged Collateral as if it were the absolute owner thereofthereof (including the right to exchange at its discretion any of the interests in Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Administrative Agent may determine), all without liability except to account for property actually received by it; provided, but the Indenture Trustee however, that Administrative Agent shall have no duty to the Guarantor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (3) all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to Administrative Agent in the exact form received (with any necessary endorsement). (b) In order to permit Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder during the continuance of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Administrative Agent all such proxies, dividend payment orders and other instruments as Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the interests in the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any interests in any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such interests in any Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted). (c) The Guarantor Each Grantor hereby expressly irrevocably authorizes and instructs the Issuer instructs, without any further instructions from such Grantor, each issuer of any interests in Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Guarantor, Agreement and the Guarantor each Grantor agrees that the Issuer such issuer shall be fully protected from liabilities to such Grantor in so complying, complying and (ii) unless otherwise expressly permitted herebyhereby or the Credit Agreement, pay any dividends dividend or make any other payments payment with respect to the Issuer Interest interests in any Pledged Collateral directly to the Indenture TrusteeAdministrative Agent. (d) Notwithstanding anything in this Agreement Each Grantor agrees that, to the contraryextent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Administrative Agent and the applicable Grantor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Grantor is entitled to an accounting of the Secured Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted by law, Administrative Agent or any other Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the avoidance purchase, lease, license or other disposition of doubtthe Collateral or any portion thereof for the account of Administrative Agent or any other Secured Party. Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Administrative Agent may disclaim any warranties that might arise in connection with the sale, this Agreement does not prohibit lease, license or other disposition of the limited liability company interests Collateral and have no obligation to provide any warranties at such time. Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. (e) If an Event of Default has occurred and is continuing, each Grantor hereby irrevocably authorizes and empowers Administrative Agent or any other Secured Party, without limiting any other authorizations or empowerments contained in any of the Guarantor from being pledged by the owner other Credit Documents, to assert, either directly or on behalf of such limited liability company interests Grantor, any claims such Grantor may have, from time to secure time, against any other party to any of the agreements to which such Grantor is a party or to otherwise exercise any right or remedy of such Grantor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Grantor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Grantor thereunder). (f) Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Administrative Agent and each other Secured Party and that Administrative Agent and each other Secured Party have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Administrative Agent and each other Secured Party to seek and obtain specific performance of other obligations of such owner or Affiliate Grantor contained in this Agreement, that the covenants of such ownerGrantor contained in the Sections referred to in this Section shall be specifically enforceable against such Grantor. (g) No failure or delay on the part of Administrative Agent or any other Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default Default, Agent or its attorneys shall have occurred and the right without notice or demand or legal process (unless the same shall be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(brequired by applicable law), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andpersonally, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If by an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantoragent, (i) to enter upon, occupy and use any premises owned or leased by the Indenture Trustee shall have Debtor or where the right Collateral is located (or is believed to receive be located) until the Obligations are paid in full without any obligation to pay rent to the Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Agent for such time as Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all cash dividendsservices, payments or supplies and other Proceeds paid in respect facilities of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and Debtor; (ii) to take possession of the Indenture Trustee or its nominee may thereafter exercise (x) all votingDebtor's original books and records, corporate and other rights pertaining to obtain access to the Issuer Interest Debtor's data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate; and (yiii) any to notify postal authorities to change the address for delivery of the Debtor's mail to an address designated by Agent and to receive, open and dispose of all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining mail addressed to the Issuer Interest as if it were Debtor. If the absolute owner thereofDebtor's books and records are prepared or maintained by an accounting service, all without liability except contractor or other third party agent, the Debtor hereby irrevocably authorizes such service, contractor or other agent, upon notice by Agent to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states Person that an Event of Default has occurred and is continuing continuing, to deliver to Agent or its designees such books and records, and to follow Agent's instructions with respect to further services to be rendered. (yb) is If any Event of Default shall have occurred and be continuing, Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise in accordance with available to it, all the terms rights and remedies of this Agreement, without any other Agent on default under the UCC (whether or further instructions from not the GuarantorUCC applies to the affected Collateral) and also may: (i) require the Debtor to, and the Guarantor Debtor hereby agrees that it will, at its expense and upon request of Agent forthwith, assemble all or part of the Issuer Collateral as directed by Agent and make it available to Agent at any place or places designated by Agent which is reasonably convenient to Agent in which event the Debtor shall at its own expense (A) forthwith cause the same to be fully protected in moved to the place or places so complyingdesignated by Agent, (B) store and keep any Collateral so delivered to Agent at such place or places pending further action by Agent, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) unless withdraw all cash in any deposit account and apply such monies in payment of the Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise expressly dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of Agent'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 Agent may deem commercially reasonable. (c) The Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Agent and the Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that the Debtor is entitled to an accounting of the Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted herebyby law, pay any dividends Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other payments disposition of the Collateral or any portion thereof for the account of Agent (on behalf of Lenders). Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent may disclaim any warranties that might arise in connection with respect the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Agent may adjourn any public or private sale from time to time by announcement at the Issuer Interest directly 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. To the Indenture Trusteeextent permitted by law, the Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. (d) Notwithstanding anything If an Event of Default has occurred and is continuing, the Debtor hereby irrevocably authorizes and empowers Agent, without limiting any other authorizations or empowerments contained in any of the other Loan Documents, to assert, either directly or on behalf of the Debtor, any claims the Debtor may have, from time to time, against any other party to any of the agreements to which the Debtor is a party or to otherwise exercise any right or remedy of the Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of the Debtor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by the Debtor thereunder). (e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any deposit account shall be applied in accordance with the applicable provisions of the Credit Agreement. (f) The Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Agent and that Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Agent to seek and obtain specific performance of other obligations of the Debtor contained in this Agreement, that the covenants of the Debtor contained in the Sections referred to in this Section shall be specifically enforceable against the Debtor. (g) No failure or delay on the part of Agent or any Lender in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement to the contraryare cumulative to, and for the avoidance of doubtnot exclusive of, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner any rights or Affiliate of such ownerremedies otherwise available.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, Agent and be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to its attorneys may exercise its corresponding rights pursuant to Section 6.1(b), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andPledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Agent may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of Agent’s offices (or those of Agent’s attorneys) or elsewhere, for the avoidance of doubtcash, on credit, or for future delivery, at such price or prices and upon such other terms as Agent deems advisable. The Guarantor agrees that, to distribute the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be given at least ten (10) days prior to any such dividends sale and all other payments such notice shall (i) describe Agent and cash on hand Guarantor, (ii) describe the Pledged Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that the Guarantor is entitled to an accounting of the Obligations, as the case may be, and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made; provided, that no notification need be given to the owners Guarantor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the limited liability company interests Pledged Collateral, if permitted by law, Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in the Guarantor. Agent shall not be obligated to make any sale of Pledged 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 exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Documentit was so adjourned. (b) If an Event Each Guarantor recognizes that the Agent may be unable to effect a public sale of Default any Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”) or applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall occur be obliged to agree, among other things, to acquire such securities for their own account for investment and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights not with a view to the Guarantordistribution or resale thereof. Each Guarantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, (i) notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Agent shall be under no obligation to delay a sale of any Pledged Collateral for the Indenture Trustee shall have period of time necessary to permit the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Issuer Interest and make application issuer thereof to register such securities for public sale under the Obligations in accordance with the Indenture and (ii) the Indenture Trustee Securities Act or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to the Issuer Interest and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Issuer Interest as under applicable state securities laws even if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure issuer would agree to do so or delay in so doingso. (c) The Each Guarantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral (other than public sales under the provisions of the Securities Act and any applicable state or foreign securities law) valid and binding and in compliance with all applicable requirements of law. Each Guarantor further agrees that a breach of any covenant contained in this 0 will cause irreparable injury to the Agent and other Secured Parties, that the Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this 0 shall be specifically enforceable against such Guarantor, and such Guarantor hereby authorizes waives and instructs the Issuer agrees not to (i) comply with assert any instruction received by it from the Indenture Trustee in writing defense against an action for specific performance of such covenants except for a defense that (x) states that an no Event of Default has occurred and is continuing and (y) is otherwise in accordance with under the terms of this Loan Agreement, without any other or further instructions from the Guarantor, and the Guarantor agrees that the Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Issuer Interest directly to the Indenture Trustee. (d) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner of such limited liability company interests to secure obligations of such owner or Affiliate of such owner.

Remedial Provisions. 6.1 Rights with respect to the Issuer Interest. (a) Unless Upon the occurrence and during the continuance of an Event of Default Default, Secured Party or its attorneys shall have occurred and the right without notice or demand or legal process (unless the same shall be continuing and the Indenture Trustee shall have given notice to the Guarantor of the Indenture Trustee’s intent to exercise its corresponding rights pursuant to Section 6.1(brequired by Applicable Law), the Guarantor shall be permitted to receive all cash dividends paid in respect of the Issuer Interest andpersonally, for the avoidance of doubt, to distribute such dividends and all other payments and cash on hand to the owners of the limited liability company interests in the Guarantor, and to exercise all voting and corporate or other organizational rights with respect to the Issuer Interest; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Indenture Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture or any other Transaction Document. (b) If by an Event of Default shall occur and be continuing and the Indenture Trustee shall give notice of its intent to exercise such rights to the Guarantoragent, (i) to enter upon, occupy and use any premises owned or leased by a Debtor or where the Indenture Trustee shall have Collateral is located (or is believed to be located), subject to Applicable Law, until the right Secured Obligations are paid in full without any obligation to receive pay rent to such Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof to the premises of Secured Party for such time as Secured Party may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all cash dividendsservices, payments or supplies and other Proceeds paid in respect facilities of the Issuer Interest and make application thereof to the Obligations in accordance with the Indenture and such Debtor; (ii) the Indenture Trustee or its nominee may thereafter exercise (x) all votingto take possession of such Debtor’s original books and records, corporate to obtain access to such Debtor’s data processing equipment, computer hardware and other rights pertaining Software relating to the Issuer Interest Collateral and to use all of the foregoing and the information contained therein in any manner Secured Party deems appropriate; and (yiii) to notify postal authorities to change the address for delivery of such Debtor’s mail to an address designated by Secured Party and to receive, open and dispose of all mail addressed to such Debtor. If any Debtor’s books and all rights of conversionrecords are prepared or maintained by an accounting service, exchange and subscription and any contractor or other rightsthird party agent, privileges such Debtor hereby irrevocably authorizes such service, contractor or options pertaining other agent, upon notice by Secured Party to the Issuer Interest as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Indenture Trustee shall have no duty to the Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Guarantor hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the Indenture Trustee in writing that (x) states Person that an Event of Default has occurred and is continuing continuing, to deliver to Secured Party or its designees such books and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Guarantorrecords, and to follow Secured Party’s instructions with respect to further services to be rendered. (b) If any Event of Default shall have occurred and be continuing, Secured Party may exercise in respect of the Guarantor Collateral, in addition to all other rights and remedies provided for herein, in the Purchase Agreement or otherwise available to it, all the rights and remedies of Secured Party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require each Debtor to, and each Debtor hereby agrees that it will, at its expense and upon request of Secured Party forthwith, assemble all or part of the Issuer Collateral as directed by Secured Party and make it available to Secured Party at any place or places designated by Secured Party which is reasonably convenient to Secured Party in which event such Debtor shall at its own expense (A) forthwith cause the same to be fully protected in moved to the place or places so complyingdesignated by Secured Party, (B) store and keep any Collateral so delivered to Secured Party at such place or places pending further action by Secured Party, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) unless withdraw all cash in any Deposit Account and apply such monies in payment of the Secured Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise expressly dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of Secured Party’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 Secured Party may deem commercially reasonable. Secured Party shall have no obligation to marshal any Collateral in favor of the any Debtor or any other Credit Party. (c) Each Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe Secured Party and the applicable Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that such Debtor is entitled to an accounting of the Secured Obligations and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted herebyby law, pay any dividends Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other payments disposition of the Collateral or any portion thereof for the account of Secured Party (on behalf of Secured Party and the Purchaser). Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may disclaim any warranties that might arise in connection with respect the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. Secured Party may adjourn any public or private sale from time to time by announcement at the Issuer Interest directly 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. To the Indenture Trusteeextent permitted by law, each Debtor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter enacted. (d) Notwithstanding anything If an Event of Default has occurred and is continuing, each Debtor hereby irrevocably authorizes and empowers Secured Party, without limiting any other authorizations or empowerments contained in this Agreement any of the other Transaction Documents, to the contraryassert, and for the avoidance of doubt, this Agreement does not prohibit the limited liability company interests in the Guarantor from being pledged by the owner either directly or on behalf of such limited liability company interests Debtor, any claims such Debtor may have, from time to secure time, against any other party to any of the agreements to which such Debtor is a party or to otherwise exercise any right or remedy of such Debtor under any such agreements (including the right to enforce directly against any party to any such agreement all of such Debtor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Debtor thereunder). (e) If an Event of Default has occurred and is continuing, the proceeds of any collection, enforcement, sale or other disposition of, or other realization upon, all or any part of the Collateral and any cash held in any Deposit Account shall be applied in accordance with the applicable provisions of the Purchase Agreement. (f) Each Debtor acknowledges and agrees that a breach of any of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparable injury to Secured Party and that Secured Party has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of Secured Party to seek and obtain specific performance of other obligations of such owner or Affiliate Debtor contained in this Agreement, that the covenants of such ownerDebtor contained in the Sections referred to in this Section shall be specifically enforceable against such Debtor. (g) No failure or delay on the part of any party hereto in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.