Common use of Remedies Generally Clause in Contracts

Remedies Generally. If an Event of Default shall have occurred and be continuing, the Senior Note Trustee itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) exercise any or all of its rights and remedies hereunder, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; the "NUCC"), (ii) retain the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such other terms that the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage). Upon consummation of any such sale, the Senior Note Trustee shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee shall give the Pledgor at least 10 Business Days' written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCC) of the Senior Note Trustee's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonable. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonable. The Senior Note Trustee shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvals. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. If an Event of Default shall have occurred and be continuing, the Senior Note Trustee Collateral Agent itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) may exercise any or all of its rights and remedies hereunder, hereunder or under the Senior Note Indenture Indenture, or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations Obligations, the Notes or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; , the "NUCCUCC"), (ii) retain possession of the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note TrusteeCollateral Agent's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and and, to the extent permitted by applicable law, for such price or prices and on such other terms that as the Senior Note Trustee Collateral Agent may deem commercially reasonable (in its liability for loss or damage)reasonable. Upon consummation of any such sale, the Senior Note Trustee Collateral Agent shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the PledgorPledgors, and the each Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee Collateral Agent shall give the Pledgor at least 10 Business DaysPledgors ten (10) days' written notice (which the each Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCCUCC) in accordance with Section 19 of the Senior Note TrusteeCollateral Agent's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee Collateral Agent may deem commercially reasonablefix. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonableCollateral Agent may, in its sole discretion, determine. The Senior Note Trustee Collateral Agent shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvalsnotice. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee Collateral Agent may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee Collateral Agent shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before hereinbefore provided, the Senior Note Trustee Collateral Agent need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. If a Default or Event of Default or event that with the lapse of time or the giving of notice or both, in the payment of any Obligation shall constitute an Event of Default shall have occurred and be continuingcontinuing or would result therefrom, the Senior Note Trustee itself Required Holders or by its their agents or attorneys may, subject to obtaining all applicable Approvals, (i) exercise any or all of its rights and remedies hereunder, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; the "NUCC"), (ii) may retain the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewheresale, for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such other terms that as are satisfactory to the Senior Note Trustee may deem commercially reasonable Holders (in its their discretion) without liability for loss or damage). Pledgors agree that the private sale or other private disposition of Pledged Collateral shall be deemed commercially reasonable notwithstanding the possibility that a substantially higher price might be realized if such sale or other disposition were public and deferred until after registration under the Securities Act of 1933, as amended, or after compliance with any other applicable securities laws. Upon consummation of any such sale, the Senior Note Trustee Holders shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the PledgorPledgors, and the Pledgor Pledgors hereby waives waive (to the full extent permitted by lawLaw) all rights of redemption, stay or appraisal which the Pledgor Pledgors now has have or may have at any time in the future have under any rule of law or statute now existing or hereafter enactedLaw. The Senior Note Trustee Holders shall give the Pledgor at least 10 Business DaysPledgors five days' written notice (which the Pledgor agrees Pledgors agree shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCCrelevant Uniform Commercial Code) of the Senior Note Trustee's their intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee Holders may deem commercially reasonablefix. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonableRequired Holders may, in their discretion, determine. The Senior Note Trustee Holders shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvals. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.Pledged

Remedies Generally. If an a Default in the payment of any Obligations shall have occurred or any Event of Default shall have occurred and be continuingcontinuing or would result therefrom, the Senior Note Trustee itself Holders or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) may exercise any in respect of the Collateral or all of its rights and remedies hereunder, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including After Acquired Collateral all of the rights and remedies of set forth herein or otherwise available to a secured creditor party upon Default under any applicable provision of the Uniform Commercial Code then UCC or any other applicable jurisdiction and, in effect conjunction with or in the State of New York; the "NUCC")addition to such rights and remedies, (ii) may themselves or by agents or attorneys retain the Pledged Collateral or (iii) the After Acquired Collateral or sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral or the After Acquired Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewheresale, for cash, upon credit or for other propertyAssets, for immediate or future delivery, and for such price or prices and on such other terms that as are satisfactory to the Senior Note Trustee may deem commercially reasonable Holders (in its their discretion) without liability for loss or damage). Upon consummation of any such sale, the Senior Note Trustee Holders shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral or After Acquired Collateral so sold. Each such purchaser at any such sale shall hold the property Assets sold absolutely free from any claim or right on the part of the Pledgorany Company Party, and the Pledgor each Company Party hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor such Company Party now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee Holders shall give the Pledgor at least 10 Business Dayssuch Company Party ten days' written notice (which the Pledgor each Company Party agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCCrelevant UCC) of the Senior Note TrusteeHolder's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee Holders may deem commercially reasonablefix. At any such sale, the Pledged Collateral or After Acquired Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonableHolders may, in their discretion, determine. The Senior Note Trustee Holders shall not be obligated to make any sale of the Pledged Collateral or After Acquired Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral or After Acquired Collateral may have been given. The Senior Note Trustee may Holders may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral or After Acquired Collateral is made on credit or for future delivery, the Pledged Collateral or After Acquired Collateral so sold may be retained by the Senior Note Trustee Holders until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee Holders shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral or After Acquired Collateral so sold and, in case of any such failure, such Pledged Collateral may or After Acquired Collateral be sold again upon like notice and upon receipt of all applicable Approvalsnotice. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee Holders may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral foreclose this Security Agreement and sell the Pledged Collateral or After Acquired Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If Any of the Collateral or After Acquired Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Holders or after any overhaul or repair that the Holders shall determine to be commercially reasonable. If, under mandatory requirements of applicable law, the Senior Note Trustee Holders shall be required to make disposition of the Pledged Collateral or After Acquired Collateral within a period of time that does not permit the giving of notice to the Pledgor a Company Party as herein before providedprovided herein, the Senior Note Trustee Holders need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.give

Remedies Generally. If an Event of Default shall have occurred and be continuing, the Senior Note Trustee itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, may (i) exercise any or all of its rights and remedies hereunder, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; the "NUCC"), (ii) retain the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such other terms that the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage). Upon consummation of any such sale, the Senior Note Trustee shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee shall give the Pledgor at least 10 Business Days' written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCC) of the Senior Note Trustee's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonable. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonable. The Senior Note Trustee shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvalsnotice. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. If Upon the occurrence of an Event of Default Default, the Secured Party shall have occurred and be continuing, the Senior Note Trustee itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) exercise any or all of its rights and remedies hereunder, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including all of the rights and remedies of a secured creditor party under the Florida Uniform Commercial Code then (“UCC”) and any other applicable laws, together with all rights and remedies provided for in effect in this Security Agreement. In addition thereto, upon the State occurrence of New York; an Event of Default, the "NUCC"), (ii) retain Secured Party may require the Pledged Debtor to assemble the Collateral or (iii) sell, assign, transfer, or dispose of, endorse and any proceeds thereof and deliver same to the whole or, from time Secured Party at a place to time, any part of be designated by the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such other terms Secured Party which is reasonably convenient to both parties. The Debtor agrees that the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage). Upon consummation of any such sale, the Senior Note Trustee Secured Party shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at peacefully retake any such sale shall hold the property sold absolutely free from any claim or right on the part of the PledgorCollateral without judicial hearing prior to such retaking, and including the Pledgor hereby waives (right to enter upon the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedDebtor’s premises for such purpose. The Senior Note Trustee shall give Secured Party has no obligation to clean up or otherwise prepare the Pledgor at least 10 Business Days' written notice (which Collateral for sale. All rights and remedies of the Pledgor agrees Secured Party shall be deemed cumulative and may be exercised from time to time. The Secured Party shall not be reasonable notification within the meaning of Section 9-504(3) of the NUCC) of the Senior Note Trustee's intention required to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonable. At any such sale, the Pledged Collateraldemand upon, or portion thereof pursue or exhaust any of its rights or remedies against the Debtor or any other obligor, guarantor, pledgor or any other person with respect to be sold, may be sold as an entirety the payment of the Indebtedness or in separate portions, as the Senior Note Trustee may deem commercially reasonableto pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. The Senior Note Trustee Secured Party shall not be obligated required to make marshal the Collateral or any sale guarantee of the Pledged Indebtedness or to resort to the Collateral if or any such guarantee in any particular order, and all of its rights hereunder or under the Loan Agreement or the Note shall be cumulative. To the extent it shall determine not to may lawfully do so, regardless of the fact that notice of Debtor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the Pledged Collateral may have been given. The Senior Note Trustee may adjourn any public judgment, order or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case decree of any such failurecourt, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvals. As an alternative to exercising or privately under the power of sale herein conferred upon itby this Agreement, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of lawotherwise.

Remedies Generally. If an Event of Default shall have occurred and be continuing, the Senior Note Trustee itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) may exercise any or all of its rights and remedies hereunder, hereunder or under the Senior Note Indenture Indenture, or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations obligations or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; the "NUCCNYUCC"), (ii) retain possession of the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and and, to the extent permitted by applicable law, for such price or prices and on such other terms that as the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage)reasonable. Upon consummation of any such sale, the Senior Note Trustee shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee shall give the Pledgor at least 10 ten (10) Business Days' written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCCNYUCC) of the Senior Note Trustee's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonablefix. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonablemay, in its sole discretion, determine. The Senior Note Trustee shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvalsnotice. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before hereinbefore provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. The Trustee shall be entitled to xxx for, enforce payment of and receive any and all amounts due from the Authority for principal and interest on the Subordinated Notes, or any other sums due under the Pledged Collateral, with interest on overdue payments of such principal, and interest on overdue installments of interest, to the extent lawful, at the rate or rates set forth in the Subordinated Notes. If an Event of Default shall have occurred and be continuing, the Senior Note Trustee itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) exercise any or all of its rights and remedies hereunder, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; the "NUCC"), (ii) may retain the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewheresale, for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such other terms that as are reasonably satisfactory to the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage)Trustee. Upon consummation of any such sale, the Senior Note Trustee shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each Any such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the PledgorCompany, and the Pledgor Company hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor Company now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee shall give the Pledgor at least 10 Business DaysCompany five (5) days' written notice (which the Pledgor Company agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCCrelevant Uniform Commercial Code) of the Senior Note Trustee's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonable. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonablefix. The Senior Note Trustee shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvalsnotice. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral foreclose this Pledge Agreement and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. If an Event of Default shall have occurred and be continuing, the Senior Note Trustee itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, may (i) exercise any or all of its rights and remedies hereunder, under the Senior Note Indenture Indenture, the Security Agreement or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations obligations or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; (the "NUCCNYUCC"), (ii) retain possession of the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and and, to the extent permitted by applicable law, for such price or prices and on such other terms that as the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage)reasonable. Upon consummation of any such sale, the Senior Note Trustee shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee shall give the Pledgor at least 10 ten (10) Business Days' written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCCNYUCC) of the Senior Note Trustee's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonablefix. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonablemay, in its sole discretion, determine. The Senior Note Trustee shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvalsnotice. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.thereof

Remedies Generally. If Following the occurrence and during the continuation of an Event of Default shall have occurred and be continuingDefault, the Senior Note Trustee itself or by its agents or attorneys M-F Downtown may, subject in addition to obtaining all applicable Approvals, (i) exercise any or all of its other rights and remedies hereundergranted to it herein, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including exercise all of the rights and remedies of a secured creditor party under the Uniform Commercial Code and, in addition, M-F Downtown may, without being required to give any notice, except as hereinafter provided or as may be required by mandatory provisions of law, continue to apply any cash payments then in effect in held by it, and/or sell the State of New York; the "NUCC"), (ii) retain the Pledged Collateral or (iii) sell, assign, transferCollateral, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral thereof, at public or private sale or sales, at any exchanges, brokers broker's board or at on any of the Senior Note Trustee's offices or elsewheresecurities exchange, for cash, upon credit or for other property, for immediate or future delivery, and for at such price or prices and on such other terms that the Senior Note Trustee as M-F Downtown may deem commercially reasonable (in its liability for loss or damage)satisfactory. Upon consummation M-F Downtown may be the purchaser of any such sale, or all of the Senior Note Trustee shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser sold at any such public sale shall (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the property sold absolutely same, absolutely, free from any right or claim or right on of HFC whatsoever. To the part of the Pledgor, and the Pledgor hereby waives (to the full fullest extent permitted by law) , HFC hereby specifically waives all rights of redemption, stay or appraisal which the Pledgor now it has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedin force. The Senior Note Trustee M-F Downtown shall give the Pledgor HFC at least 10 Business Days' five (5) days prior written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCC) of the Senior Note Trustee's its intention to make any such public or private sale or sale at a broker's board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on or after which the Collateral or the portion thereof so being sold will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as M-F Downtown may fix in the Senior Note Trustee may deem commercially reasonablenotice of such sale. At any such sale, sale the Pledged Collateral, or portion thereof to be sold, Collateral may be sold in one lot as an entirety or in separate portionsparcels, as the Senior Note Trustee M-F Downtown may deem commercially reasonabledetermine. The Senior Note Trustee M-F Downtown shall not be obligated to make any such sale of the Pledged Collateral if it shall determine not pursuant to do soany such notice. M-F Downtown may, regardless of the fact that without notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may, without further notice, may be made at the any time and or place to which the same was may be so adjourned. In case of any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee M-F Downtown until the sale selling price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee M-F Downtown shall not incur any liability in case any of the failure of such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold again upon like notice and upon receipt notice. M-F Downtown, instead of all applicable Approvals. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by a suit or suits at law or in equity to exercise its remedies regarding foreclose the Pledged Collateral security interests herein granted and sell the Pledged Collateral Collateral, or any portion thereof pursuant to thereof, under a judgment or decree of a court or courts having of competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. If an a Default in the payment of any Obligations shall have occurred or any Event of Default shall have occurred and be continuingcontinuing or would result therefrom, the Senior Note Trustee itself Holders or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) may exercise any in respect of the Collateral or all of its rights and remedies hereunder, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including After Acquired Collateral all of the rights and remedies of set forth herein or otherwise available to a secured creditor party upon Default under any applicable provision of the Uniform Commercial Code then UCC or any other applicable jurisdiction and, in effect conjunction with or in the State of New York; the "NUCC")addition to such rights and remedies, (ii) may themselves or by agents or attorneys retain the Pledged Collateral or (iii) the After Acquired Collateral or sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral or the After Acquired Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewheresale, for cash, upon credit or for other propertyAssets, for immediate or future delivery, and for such price or prices and on such other terms that as are satisfactory to the Senior Note Trustee may deem commercially reasonable Holders (in its their discretion) without liability for loss or damage). Upon consummation of any such sale, the Senior Note Trustee Holders shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral or After Acquired Collateral so sold. Each such purchaser at any such sale shall hold the property Assets sold absolutely free from any claim or right on the part of the Pledgorany Company Party, and the Pledgor each Company Party hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor such Company Party now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee Holders shall give the Pledgor at least 10 Business Dayssuch Company Party ten days' written notice (which the Pledgor each Company Party agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCCrelevant UCC) of the Senior Note TrusteeHolder's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee Holders may deem commercially reasonablefix. At any such sale, the Pledged Collateral or After Acquired Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonableHolders may, in their discretion, determine. The Senior Note Trustee Holders shall not be obligated to make any sale of the Pledged Collateral or After Acquired Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral or After Acquired Collateral may have been given. The Senior Note Trustee may Holders may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral or After Acquired Collateral is made on credit or for future delivery, the Pledged Collateral or After Acquired Collateral so sold may be retained by the Senior Note Trustee Holders until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee Holders shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral or After Acquired Collateral so sold and, in case of any such failure, such Pledged Collateral may or After Acquired Collateral be sold again upon like notice and upon receipt of all applicable Approvalsnotice. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee Holders may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral foreclose this Security Agreement and sell the Pledged Collateral or After Acquired Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If Any of the Collateral or After Acquired Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Holders or after any overhaul or repair that the Holders shall determine to be commercially reasonable. If, under mandatory requirements of applicable law, the Senior Note Trustee Holders shall be required to make disposition of the Pledged Collateral or After Acquired Collateral within a period of time that does not permit the giving of notice to the Pledgor a Company Party as herein before providedprovided herein, the Senior Note Trustee Holders need give the Pledgor such Company Party only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. If an Event Mention in this lease of Default any particular right or remedy of the Landlord in respect of the default by the Tenant shall have occurred and be continuingnot preclude the Landlord from any other right or remedy in respect thereof, the Senior Note Trustee itself whether available at law or in equity or by its agents statute or attorneys mayexpressly provided for in this lease. No right or remedy shall be exclusive or dependent upon any one or more of such rights or remedies independently or in combination, subject such rights or remedies being cumulative and not alternative. Whenever the Tenant seeks a remedy in order to obtaining all applicable Approvals, (i) exercise enforce the observance or performance of any or all of its rights and remedies hereunder, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including all of the rights terms, covenants and remedies of a secured creditor under conditions contained in this lease on the Uniform Commercial Code then in effect in the State of New York; the "NUCC"), (ii) retain the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public Landlord to be observed or private sale or salesperformed, at any exchangesthe Tenant's only remedy (except where another remedy is expressly provided herein, brokers board or at in which event the Tenant shall be restricted to that remedy) shall be for such damages as the Tenant shall be able to prove in a court of competent jurisdiction that the Tenant has suffered as a result of a breach (if established) by the Landlord in the observance and performance of any of the Senior Note Trusteeterms, covenants and conditions contained in this lease on the part of the Landlord to be observed and performed. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either party against the other on any matter whatsoever arising out of or in any way connected with this lease, the relationship of the Landlord and the Tenant created hereby, the Tenant's offices use or elsewhereoccupancy of the Lands or any claim for any injury. In the event the Landlord commences any action or proceeding for non-payment of rent, for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such other terms that the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage). Upon consummation Tenant agrees not to interpose any counterclaim of any nature or description in any such saleaction or proceeding. In the event of any breach or threatened breach by the Tenant of any of the terms and provisions of this lease, the Senior Note Trustee Landlord shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each injunctive relief as if no other remedies were provided herein for such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedbreach. The Senior Note Trustee Tenant hereby expressly waives any right to assert a defence based on merger and agrees that neither the commencement of any action or proceeding, nor the settlement thereof, nor the entry of judgment therein shall give bar the Pledgor at least 10 Business Days' written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCC) of the Senior Note Trustee's intention to make Landlord from bringing any such public subsequent action or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonable. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonable. The Senior Note Trustee shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may adjourn any public or private sale or cause the same to be adjourned proceeding from time to time time. If the Tenant shall default hereunder prior to the date fixed as the commencement of any renewal or extension of this lease, whether by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all a renewal or any part of the Pledged Collateral is made on credit for future deliveryextension option herein contained or by separate agreement, the Pledged Collateral so sold Landlord may be retained by the Senior Note Trustee until the sale price is paid by the purchaser cancel such option or purchasers thereofagreement for renewal or extension of this lease, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvals. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of written notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of lawTenant.

Remedies Generally. If an Upon the occurrence of any Event of Default, but subject to Section 17.2.2 below, Landlord may, at its option and by written notice to Tenant, terminate this Lease (or, at Landlord’s option and by written notice to Tenant, terminate Tenant’s right of possession without terminating this Lease) (i) as to the Premises and/or (ii) if such Event of Default shall have occurred is a Facility Default, as to any one or more of the Leased Property(ies) (selected in Landlord’s sole discretion and be continuingby written notice to Tenant) to which such Facility Default relates (a termination of this Lease (or, if applicable, a termination of Tenant’s right of possession) as to less than all of the Senior Note Trustee itself Premises as provided in this subsection (ii) is herein referred to as a "Limited Termination Election”) (the Leased Property(ies) as to which Landlord elects to terminate this Lease or by its agents or attorneys may, subject terminate Tenant’s right to obtaining all applicable Approvals, possession as provided in subsection (i) exercise any or subsection (ii) above are herein referred to as “Terminated Lease Properties”). Upon receipt of a termination notice as provided in this Section 17.2, Tenant shall have no right to cure the Event of Default in question, all rights of its rights and remedies hereunder, Tenant under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating this Lease shall cease as to the Indenture Obligations or under applicable laws (including Leased Property(ies) so specified, and, if the Leased Property(ies) so specified is/are less than all of the rights and remedies Premises, the provisions of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; the "NUCC"), (ii) retain the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part Section 17.9 shall apply. Without limitation of the Pledged Collateral at public or private sale or salesforegoing, at any exchangesif Landlord makes a Limited Termination Election, brokers board or at any the deletion of the Senior Note Trustee's offices or elsewhereapplicable Terminated Lease Properties from this Lease shall be absolutely without limitation of each Tenant’s continuing obligation (on a joint and several basis) for the damages and other amounts owing on account of the Event of Default giving rise to the deletion herefrom of such Terminated Lease Properties and/or the termination of this Lease as to such Terminated Lease Properties. Notwithstanding any Limited Termination Election, for cashTenant shall pay, upon credit or for other propertyas Additional Rent, for immediate or future delivery, and for such price or prices and on such other terms that the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage). Upon consummation all Litigation Costs as a result of any such sale, the Senior Note Trustee shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part Event of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee shall give the Pledgor at least 10 Business Days' written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCC) of the Senior Note Trustee's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonable. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonable. The Senior Note Trustee shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvals. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of lawDefault hereunder.

Remedies Generally. If an Event of Default shall have occurred and be continuing, the Senior Note Trustee Collateral Agent itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) may exercise any or all of its rights and remedies hereunder, hereunder or under the Senior Note Indenture Indenture, or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations Obligations, the Notes or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; , the "NUCCUCC"), (ii) retain possession of the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note TrusteeCollateral Agent's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and and, to the extent permitted by applicable law, for such price or prices and on such other terms that as the Senior Note Trustee Collateral Agent may deem commercially reasonable (in its liability for loss or damage)reasonable. Upon consummation of any such sale, the Senior Note Trustee Collateral Agent shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee Collateral Agent shall give the Pledgor at least 10 Business Daysten (10) days' written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCCUCC) in accordance with Section 19 of the Senior Note TrusteeCollateral Agent's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee Collateral Agent may deem commercially reasonablefix. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonableCollateral Agent may, in its sole discretion, determine. The Senior Note Trustee Collateral Agent shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvalsnotice. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee Collateral Agent may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee Collateral Agent shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before hereinbefore provided, the Senior Note Trustee Collateral Agent need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. If Upon the occurrence of an Event of Default Default, the Secured Party shall have occurred and be continuing, the Senior Note Trustee itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) exercise any or all of its rights and remedies hereunder, under the Senior Note Indenture or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable laws (including all of the rights and remedies of a secured creditor party under the Florida Uniform Commercial Code then (“UCC”) and any other applicable laws, together with all rights and remedies provided for in effect in this Security Agreement. In addition thereto, upon the State occurrence of New York; an Event of Default, the "NUCC"), (ii) retain Secured Party may require the Pledged Debtor to assemble the Collateral or (iii) sell, assign, transfer, or dispose of, endorse and any proceeds thereof and deliver same to the whole or, from time Secured Party at a place to time, any part of be designated by the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such other terms Secured Party which is reasonably convenient to both parties. The Debtor agrees that the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage). Upon consummation of any such sale, the Senior Note Trustee Secured Party shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at peacefully retake any such sale shall hold the property sold absolutely free from any claim or right on the part of the PledgorCollateral without judicial hearing prior to such retaking, and including the Pledgor hereby waives (right to enter upon the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedDebtor’s premises for such purpose. The Senior Note Trustee shall give Secured Party has no obligation to clean up or otherwise prepare the Pledgor at least 10 Business Days' written notice (which Collateral for sale. All rights and remedies of the Pledgor agrees Secured Party shall be deemed cumulative and may be exercised from time to time. The Secured Party shall not be reasonable notification within the meaning of Section 9-504(3) of the NUCC) of the Senior Note Trustee's intention required to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonable. At any such sale, the Pledged Collateraldemand upon, or portion thereof pursue or exhaust any of its rights or remedies against the Debtor or any other obligor, guarantor, pledgor or any other person with respect to be sold, may be sold as an entirety the payment of the Indebtedness or in separate portions, as the Senior Note Trustee may deem commercially reasonableto pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. The Senior Note Trustee Secured Party shall not be obligated required to make marshal the Collateral or any sale guarantee of the Pledged Indebtedness or to resort to the Collateral if or any such guarantee in any particular order, and all of its rights hereunder or under the Loan Agreement or the Note shall be cumulative. To the extent it shall determine not to may lawfully do so, regardless of the fact that notice of Debtor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the Pledged Collateral may have been given. The Senior Note Trustee may adjourn any public judgment, order or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case decree of any such failurecourt, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvals. As an alternative to exercising or privately under the power of sale herein conferred upon itby this Agreement, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdictionotherwise. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.STRICTLY PRIVATE & CONVIDENTIAL

Remedies Generally. If an Event of Default shall have occurred and be continuing, the Senior Note Trustee Collateral Agent itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) may exercise any or all of its rights and remedies hereunder, hereunder or under the Senior Note Indenture Indenture, or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations Obligations, the Notes or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code UCC then in effect in the State of New York; , the "NUCCUCC"), (ii) retain possession of the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note TrusteeCollateral Agent's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and and, to the extent permitted by applicable law, for such price or prices and on such other terms that as the Senior Note Trustee Collateral Agent may deem commercially reasonable (in its liability for loss or damage)reasonable. Upon consummation of any such sale, the Senior Note Trustee Collateral Agent shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee Collateral Agent shall give the Pledgor at least 10 Business Daysten (10) days' written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCCUCC) in accordance with Section 19 of the Senior Note TrusteeCollateral Agent's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee Collateral Agent may deem commercially reasonablefix. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonableCollateral Agent may, in its sole discretion, determine. The Senior Note Trustee Collateral Agent shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvalsnotice. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee Collateral Agent may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee Collateral Agent shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before hereinbefore provided, the Senior Note Trustee Collateral Agent need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. If an Event of Default default shall have occurred and be continuing, the Senior Note Trustee itself or by its agents or attorneys may, subject to obtaining all applicable Approvals, (i) exercise any or all of its rights and remedies hereunder, under the Senior Note Indenture Indenture, Mortgage or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations or under applicable applicible laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; the "NUCC"), (ii) retain the Pledged Collateral or (iii) sell, assign, transfer, or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note Trustee's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such other terms that as are satisfactory to the Senior Note Trustee may deem commercially reasonable (in its liability for loss or damage). Upon consummation of any such sale, the Senior Note Trustee shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee shall give the Pledgor at least 10 3 Business Days' written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning mean- ing of Section 9-504(3) of the NUCC) of the Senior Note Trustee's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonablefix. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonablemay, in its sole discretion, determine. The Senior Note Trustee shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvals. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before hereinbefore provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.

Remedies Generally. If an Event of Default shall have occurred and be continuing, the Senior Note Trustee Collateral Agent itself or by its agents or attorneys maymay immediately, subject without demand of performance or other demand, presentment, protest, advertisement or notice of any kind to obtaining or upon the Pledgor or any other person (all applicable Approvalsand each of which demands, defenses, advertisements and notices are hereby waived to the full extent permitted by law): (i) exercise any or all of its rights and remedies hereunder, under the Senior Note Indenture Purchase Agreement or any other instrument or agreement securing, evidencing or relating to the Indenture Obligations obligations under the Note Purchase Agreement or under applicable laws (including all of the rights and remedies of a secured creditor under the Uniform Commercial Code then in effect in the State of New York; York (the "NUCCNYUCC")), (ii) retain possession of the Pledged Collateral or (iii) sell, assign, transfer, transfer or dispose of, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral at public or private sale or sales, at any exchanges, brokers board or at any of the Senior Note TrusteeCollateral Agent's offices or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and and, to the extent permitted by applicable law, for such price or prices and on such other terms that as the Senior Note Trustee Collateral Agent may deem commercially reasonable (in its liability for loss or damage)reasonable. Upon consummation of any such sale, the Senior Note Trustee Collateral Agent shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the full extent permitted by law) all rights of redemption, stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Senior Note Trustee If any notice of a proposed sale is required by law, the Collateral Agent shall give the Pledgor at least 10 Business Days' (as defined below) written notice (which the Pledgor agrees shall be deemed to be reasonable notification within the meaning of Section 9-504(3) of the NUCC) of the Senior Note Trustee's intention to make any such public or private sale. Any such sale shall be held at such time or times and at such place or places as the Senior Note Trustee may deem commercially reasonable. At any such sale, the Pledged Collateral, or portion thereof to be sold, may be sold as an entirety or in separate portions, as the Senior Note Trustee may deem commercially reasonable. The Senior Note Trustee shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Senior Note Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Pledged Collateral is made on credit for future delivery, the Pledged Collateral so sold may be retained by the Senior Note Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Senior Note Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice and upon receipt of all applicable Approvals. As an alternative to exercising the power of sale herein conferred upon it, the Senior Note Trustee may proceed by suit or suits at law or in equity to exercise its remedies regarding the Pledged Collateral and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. If under mandatory requirements of applicable law, the Senior Note Trustee shall be required to make disposition of the Pledged Collateral within a period of time that does not permit the giving of notice to the Pledgor as herein before provided, the Senior Note Trustee need give the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of law.Pledgor