Common use of Remedies Upon Default Clause in Contracts

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. (a) Upon the occurrence of a default in the payment or performance of any of the Obligations, or upon the occurrence of a default or event of default under any other instrument or document now or hereafter further evidencing, securing or otherwise related to any of the Obligations, or in the event that any representation or warranty herein shall prove to have been untrue when made, or in the event that Pledgor shall default in the performance of any of its obligations hereunder, or in the event that any bankruptcy or other insolvency proceedings are instituted by or against Pledgor; then, and during in any such event, Lender shall have all of the continuance rights, powers, privileges, options and remedies of an Event a secured party under the Uniform Commercial Code as in effect in the State of DefaultTennessee, subject to applicable regulatory and legal requirementswithout limiting the foregoing, Lender may (i) collect any and all amounts payable in respect of the Collateral Agent may sell Pledged Securities and exercise any and all rights, powers, privileges, options and remedies of the Collateralholder and owner thereof, and (ii) sell, transfer and/or negotiate the Pledged Securities, or any part thereof, at public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Collateral Agent Lender shall deem appropriate. The Collateral Agent shall be authorized , including without limitation, at Lender's option, the purchase of all or any part of the Pledged Securities at any such public sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon by Lender. Upon consummation of any such sale the Collateral Agent sale, Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay or appraisal any that Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter hereinafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written hereby expressly waives notice (which each Pledgor agrees is reasonable to redeem and notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such noticetime, in the case of a public sale, shall state the time place and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice manner of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Administrative Agent shall have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may sell the Collateralto (a) subject to Section 3.06, vote all or any part thereofof the Pledged Equity Interests (whether or not transferred into the name of the Administrative Agent) and give all consents, waivers and ratifications in respect of the Collateral and (b) sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict take the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldactions set forth in Section 4.03. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor the applicable Grantors 10 days' ’ prior written notice (which each Pledgor Grantor agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (orbut not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor Loan Document Obligations as a credit against on account of the purchase price, and it may, upon compliance with price for any Collateral payable by the terms Administrative Agent on behalf of sale, hold, retain and dispose of the Secured Parties at such property without further accountability to such Pledgor thereforsale or other disposition. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an (a) If any Event of DefaultDefault shall have occurred and be continuing, subject to applicable regulatory and legal requirements, the Collateral Agent may exercise in respect of the Pledged 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 on default under the Code as in effect in the State of New York (or any other state with jurisdiction over the Pledged Collateral) at that time, and Collateral Agent may also in its sole discretion, without notice (except as specified below), sell the Collateral, Pledged Collateral or any part thereof, thereof in one or more parcels at public or private sale or sale, at any exchange, broker's board or on at any securities exchangeof Collateral Agent's offices or elsewhere, for cash, upon on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent shall may deem appropriatecommercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. The Collateral Agent shall Agent, on behalf of Obligee, may be authorized the purchaser of any or all of the Pledged Collateral at any such sale (if it deems it advisable and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at any such public sale, to do so) to restrict use and apply any of the prospective bidders or purchasers to persons who will represent and agree that they are purchasing Secured Obligations as a credit on account of the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation purchase price of any such sale the Pledged Collateral payable by Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldat such sale. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal any Pledgor which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent Pledgors agree that, to the extent notice of sale shall give a Pledgor be required by law, at least 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning to Pledgors of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangeshall constitute reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have having been given. The Collateral Agent may, without notice or publication, 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case Each Pledgor hereby waives any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the claims against Collateral Agent until the sale price is paid in full arising by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case reason of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Pledged Collateral are insufficient to pay all the Secured Obligations, Pledgors shall have entered into such an agreement all Events of Default shall have been remedied be liable for the deficiency and the Obligations paid in full. As an alternative to exercising the power fees of sale herein conferred upon it, the any attorneys employed by Collateral Agent may proceed by a suit or suits at law or to collect such deficiency, subject in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) case of the Uniform Commercial Code as in effect Subsidiary Pledgors to any limitations contained in the State of New York or its equivalent in other jurisdictionsGuarantees.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive waives all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-9- 504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon or after the occurrence of any Event of Default and during subject to the continuance terms of the Intercreditor Agreement, (i) Agent shall have, in addition to any other rights given by law or the rights given hereunder or under each of the other Notes Amendment Documents, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the UCC and (ii) Agent may cause all or any part of the Equity Interests held by it to be transferred into its name or the name of its nominee or nominees. In addition, upon or at any time after the occurrence of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or cause the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into Agent’s possession or custody, to be sold at any broker’s board or at public or private sale sale, in one or more sales or lots, at any broker's board such price as Agent may deem best, and for cash or on credit or for future delivery, and the purchaser of any securities exchangeor all of the Pledged Collateral so sold shall thereafter hold the same absolutely, for cashfree from any claim, encumbrance or right of any kind whatsoever of Pledgor or arising through Pledgor. If any of the Pledged Collateral is sold by Agent upon credit or for future delivery as the Collateral delivery, Agent shall deem appropriatenot be liable for the failure of the purchaser to pay the same and in such event Agent may resell such Pledged Collateral. The Unless the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Agent will give the applicable Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to the applicable Pledgor, as provided in Section 22 below, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the fullest extent permitted by applicable law, waived. Agent may, in its own name, or in the name of a designee or nominee, buy at any public sale of the Pledged Collateral and, if permitted by applicable law, buy at any private sale thereof. Pledgor will pay to Agent on demand all expenses (including court costs and reasonable attorneys’ fees and expenses) of, or incident to, the enforcement of any of the provisions hereof and all other charges due against the Pledged Collateral, including taxes, assessments or Liens upon the Pledged Collateral and any expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of Pledged Collateral. In connection with any sale of Pledged Collateral by Agent, Agent shall have the right to execute any document or form, in its name or in the name of Pledgor, that may be authorized at necessary or desirable in connection with such sale, including Form 144 promulgated by the Securities and Exchange Commission. In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after an Event of Default, Pledgor agrees that Agent may, from time to time, attempt to sell all or any such sale (if it deems it advisable to do so) to restrict part of the Pledged Collateral by means of a private placement restricting the bidders and prospective bidders or purchasers to persons those who will represent and agree that they are purchasing the Collateral for their own account for investment only and not with a view for distribution. Pledgor agrees that any such private sales may be at prices and other terms less favorable to the distribution or sale thereof, seller than if sold at public sales and upon consummation of any that such sale the Collateral private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall have the right be under no obligation to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give delay a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act even if it shall determine not the issuer would agree to do so, regardless of . Agent shall apply the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn cash proceeds actually received from any public or private sale or cause other disposition to the same to be adjourned from time to time by announcement at the time and place fixed reasonable expenses of retaking, holding, preparing for sale, selling and such sale maythe like, without further noticeto reasonable attorneys’ fees, and all legal expenses, travel and other expenses that might be made at incurred by Agent in attempting to collect the time Secured Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement; and place then to which the same was so adjourned. In case any sale of all or any part of Secured Obligations in the Collateral is made on credit or for future delivery, the Collateral so sold may be retained manner authorized by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsNotes Amendment Documents.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Administrative Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Collateral, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors each Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any which such 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 Collateral Administrative Agent shall give a Pledgor 10 days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it such Secured Party from such Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement agreement; and (c) no such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 610 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may may, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any PledgorPledgor and Guarantor, and, to the extent permitted by applicable law, the Pledgors and Guarantors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor and Guarantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor and Guarantor 10 days' prior written notice (which each Pledgor and Guarantor agrees is a "reasonable notice authenticated notification of disposition" within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code UCC (as in effect defined in the State of New York or its equivalent in other jurisdictionsSecurity Agreement) of the Collateral Agent's intention to make any sale of such PledgorPledgor and Guarantor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor and Guarantor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Indenture Obligation then due and payable to it from such Pledgor and Guarantor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor and Guarantor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor and Guarantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Indenture Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon or after the occurrence of any Event of Default, (i) Agent shall have, in addition to any other rights given by law or the rights given hereunder or under each of the other Loan Documents, all of the rights and during remedies with respect to the continuance Pledged Collateral of a secured party under the UCC and (ii) Agent may cause all or any part of the Equity Interests held by it to be transferred into its name or the name of its nominee or nominees. In addition, upon or at any time after the occurrence of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or cause the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into Agent’s possession or custody, to be sold at any broker’s board or at public or private sale sale, in one or more sales or lots, at any broker's board such price as Agent may deem best, and for cash or on credit or for future delivery, and the purchaser of any securities exchangeor all of the Pledged Collateral so sold shall thereafter hold the same absolutely, for cashfree from any claim, encumbrance or right of any kind whatsoever of Pledgor or arising through Pledgor. If any of the Pledged Collateral is sold by Agent upon credit or for future delivery as the Collateral delivery, Agent shall deem appropriatenot be liable for the failure of the purchaser to pay the same and in such event Agent may resell such Pledged Collateral. The Unless the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Agent will give the applicable Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to the applicable Pledgor, as provided in Section 22 below, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the fullest extent permitted by applicable Law, waived. Agent may, in its own name, or in the name of a designee or nominee, buy at any public sale of the Pledged Collateral and, if permitted by applicable Law, buy at any private sale thereof. Pledgor will pay to Agent on demand all expenses (including court costs and reasonable attorneys’ fees and expenses) of, or incident to, the enforcement of any of the provisions hereof and all other charges due against the Pledged Collateral, including taxes, assessments or Liens upon the Pledged Collateral and any expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of Pledged Collateral. In connection with any sale of Pledged Collateral by Agent, Agent shall have the right to execute any document or form, in its name or in the name of Pledgor, that may be authorized at necessary or desirable in connection with such sale, including Form 144 promulgated by the Securities and Exchange Commission. In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after an Event of Default, Pledgor agrees that Agent may, from time to time, attempt to sell all or any such sale (if it deems it advisable to do so) to restrict part of the Pledged Collateral by means of a private placement restricting the bidders and prospective bidders or purchasers to persons those who will represent and agree that they are purchasing the Collateral for their own account for investment only and not with a view for distribution. Pledgor agrees that any such private sales may be at prices and other terms less favorable to the distribution or sale thereof, seller than if sold at public sales and upon consummation of any that such sale the Collateral private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall have the right be under no obligation to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give delay a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act even if it shall determine not the issuer would agree to do so, regardless of . Agent shall apply the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn cash proceeds actually received from any public or private sale or cause other disposition to the same to be adjourned from time to time by announcement at the time and place fixed reasonable expenses of retaking, holding, preparing for sale, selling and such sale maythe like, without further noticeto reasonable attorneys’ fees, and all legal expenses, travel and other expenses that might be made at incurred by Agent in attempting to collect the time Secured Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement; and place then to which the same was so adjourned. In case any sale of all or any part of Secured Obligations in the Collateral is made on credit or for future delivery, the Collateral so sold may be retained manner authorized by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsCredit Agreement.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent Administrative Agent, on behalf of itself, the Canadian Agent, the Issuing Bank and the Lenders, may sell the CollateralPledged Securities, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker's board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralPledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the CollateralPledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall the Pledged Securities may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral Pledged Securities is made on credit or for future delivery, the Collateral Pledged Securities so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral Pledged Securities so sold and, in case of any such failure, such Collateral Pledged Securities may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 610.5, any Secured Party the Administrative Agent (on behalf of itself, the Canadian Agent, the Issuing Bank and/or the Lenders) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Collateral or any part thereof Pledged Securities offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank (to the extent it from such Pledgor consents) or any consenting Lender by any Credit Party as a credit against the purchase price; and the Administrative Agent, and it maythe Canadian Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Securities without further accountability therefor to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof third party (other than the Issuing Bank and/or the Canadian Agent and/or the Lenders). The Administrative Agent shall be treated as a in any such sale make no representations or warranties with respect to the Pledged Securities or any part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. Each Pledgor hereby agrees (i) it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the return Pledged Securities asserted before the taking of actual possession or control of the Collateral Pledged Securities by the Administrative Agent pursuant to this Credit Agreement, or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the Collateral commencement of such actual possession or control by the Administrative Agent and (ii) the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall have entered into no liability or obligation arising out of any such an agreement all Events of Default shall have been remedied and the Obligations paid in fullclaim. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this Credit Agreement and to sell the Collateral Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon In accordance with, and to the occurrence extent consistent with, the terms of any applicable Intercreditor Agreement and during applicable Requirements of Law (including Gaming Laws), the continuance of Agent may take any action specified in this Section 5.01. If an Event of Default, subject Default shall occur and be continuing and the Agent shall have given notice of its intent to applicable regulatory and legal requirementsexercise its rights hereunder to Holdings, the Collateral Agent Agent, on behalf of the Secured Parties, may sell exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or applicable law. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below and any notice referred to in the preceding sentence) to or upon Holdings, the Borrower, or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise Dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange or broker's ’s board or on office of the Agent or any securities exchangeSecured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, upon cash or on credit or for future delivery as the Collateral Agent shall deem appropriatewithout assumption of any credit risk. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor Holdings 10 days' prior ’ written notice (which each Pledgor Holdings agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale Disposition of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any Secured Party shall have the right upon any such public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for salesales, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) upon any such private sale made pursuant or sales, to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on purchase the part of any Pledgor (all said rights being also hereby waived and released), the Collateral whole or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Pledged Collateral so sold, free of any right or any portion thereof subject theretoequity of redemption in Holdings, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit which right or suits at law equity is hereby waived or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsreleased.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any the Pledgor, and, to the extent permitted by applicable law, the Pledgors Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each the Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such the Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any the Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such the Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such the Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon (a) In addition to any right or remedy that the occurrence and during Administrative Agent or any of the continuance of other Secured Parties may have under the Credit Agreement or any other Loan Document or otherwise under Applicable Law, if an Event of Default, subject to applicable regulatory and legal requirementsDefault shall exist, the Collateral Administrative Agent may sell exercise any and all the Collateralrights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction and may otherwise sell, or assign, transfer, endorse and deliver the whole or, from time to time, any part thereof, of the Pledged Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery delivery, and for such price or prices and on such terms as the Collateral Administrative Agent in its reasonable discretion shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not in compliance with a view to the distribution or sale thereof, Securities Act and upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall take and hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives (to the fullest extent permitted by applicable law, the Pledgors hereby waive Applicable Law) all rights of redemption, stay, valuation and stay and/or appraisal any which such Pledgor now has or may at any time in the future have under any rule of law or statute Applicable Law now existing or hereafter enacted. The Collateral Agent Each Pledgor agrees that, to the extent notice of sale shall give a Pledgor be required by Applicable Law, at least 10 days' ’ prior written notice (which each to such Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification, but notice given in effect in the State of New York any other reasonable manner or its equivalent in at any other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateralreasonable time shall also constitute reasonable notification. Such notice, in the case of a public sale, shall state the time and place for such sale sale, and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at on which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice or publication (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, thereof to be sold sold, may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (determine in its sole and absolute discretion) determine. The Collateral Neither the Administrative Agent nor any of the other Secured Parties shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, so regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the 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 Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but neither the Collateral Administrative Agent nor any of the other Secured Parties shall not incur any liability to any Pledgor 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. At any public (orsale made pursuant to this Agreement, the Administrative Agent or any of the other Secured Parties and any other holder of any of the Secured Obligations, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or and/or appraisal on the part of any Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by Applicable Law), the Collateral or any part thereof of or all the Pledged Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to it the Administrative Agent or any of the other Secured Parties from such any Pledgor as a credit against the purchase price, and it the Administrative Agent and the Lenders may, upon compliance with the terms of salesale and to the extent permitted by Applicable Law, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral all or any portion thereof part of the Pledged Collateral shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the any Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall may have been remedied and or the Secured Obligations may have been paid in fullfull as herein provided. As an alternative Each Pledgor hereby waives any right to exercising the power require any marshaling of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral assets and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionssimilar right.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of DefaultDefault shall have occurred, subject Bank may continue to applicable regulatory hold the Pledged Collateral for its own account and legal requirementsmay, with prior notice to Pledgor, sell, assign, transfer, endorse and deliver the Collateral Agent may sell the Collateralwhole or, or from time to time, any part thereof, of the Pledged Collateral at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery delivery, and for such price or prices and on such terms as the Collateral Agent Bank, in its sole discretion, shall deem appropriate. The Collateral Agent Bank shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not in compliance with a view to the distribution or sale thereofSecurities Act of 1933, as amended, and upon consummation of any such sale the Collateral Agent sale, Bank shall have the right to assign, transfer 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 any Pledgor, and, and Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal any which 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 Collateral Agent Bank shall give a Pledgor 10 ten (10) days' prior ’ written notice (which each Pledgor agrees is reasonable notice notification within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsCode) of the Collateral Agent's Bank’s intention to make any sale of such Pledgor's Collateralsale. Such notice, in the case of a public sale, shall state the time and place for such sale sale, and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as at the Collateral Agent Bank may fix and shall state in the notice or publication (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, thereof to be sold sold, may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Bank may (in its sole and absolute discretion) determine. The Collateral Agent Bank shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Agent Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of 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 Collateral Agent Bank until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Bank 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. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Agreement, any Secured Party Bank may bid for or purchase, free from any right of redemption, stay or and/or appraisal on the part of any Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof of or all the Pledged Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to it Bank from such Pledgor as a credit against the purchase price, and it Bank may, upon in compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Bank, at its option, may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having of competent jurisdiction or pursuant to a proceeding by a court-appointed receiverjurisdiction. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsCode.

Remedies Upon Default. Upon Subject to the Pari Passu Intercreditor Agreement and applicable Requirements of Law, upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to deliver each item of Collateral to the Agent on demand and it is agreed that the Agent shall have the right generally to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Pledgor agrees that the Agent shall have the right, subject to the requirements of applicable regulatory law and legal requirementssubject to the terms and conditions of the Pari Passu Intercreditor Agreement, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any that such 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 Collateral Agent shall give a Pledgor the applicable Pledgors 10 days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to To the provisions of extent provided in this Section 6 4.01, any sale that complies with such provisions shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver, on demand, each item of Pledged Collateral to the Sellers’ Representative or any Person designated by the Sellers’ Representative, and it is agreed that the Sellers’ Representative shall have the right with or without legal process and with or without prior notice or demand for performance, to exercise any and all rights afforded to a secured party under the New York UCC or other applicable law. Each Grantor agrees that the Sellers’ Representative shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent Sellers’ Representative shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent Sellers’ Representative shall give a Pledgor the applicable Grantors 10 days' ’ prior written notice (which each Pledgor Grantor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's Sellers’ Representative’s intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Sellers’ Representative may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Sellers’ Representative may (in its sole and absolute discretion) determine. The Collateral Agent Sellers’ Representative shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent Sellers’ Representative may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of 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 Collateral Agent Sellers’ Representative until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Sellers’ Representative and the other Secured Parties 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. At In the event of a foreclosure by the Sellers’ Representative on any public (or, to of the extent permitted by applicable law, private) sale made Pledged Collateral pursuant to this Section 6a public or private sale or other disposition, the Sellers’ Representative or any Secured Party may bid for be the purchaser or purchase, free from any right of redemption, stay or appraisal on the part licensor of any Pledgor (or all said rights being also hereby waived of such Pledged Collateral at any such sale or other disposition, and released)the Sellers’ Representative as agent for and representative of the Secured Parties shall be entitled, for the Collateral purpose of bidding and making settlement or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against of the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.price for all

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Secured Obligations, including the Guarantees, under the Uniform Commercial Code or other applicable Law and also may sell (i) exercise any and all rights and remedies of Holdings under or in connection with the Pledged Collateral, or otherwise in respect of the Pledged Collateral; provided that the Collateral Agent shall provide Holdings with notice thereof prior to such exercise; and (ii) subject to the mandatory requirements of applicable Law and the notice requirements described below, sell or otherwise dispose of all or any part thereof, of the Pledged Collateral securing the Secured Obligations at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorHoldings, and, and Holdings hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive Law) all rights of redemption, stay, valuation stay and appraisal any Pledgor which Holdings now has or may at any time in the future have under any rule of law or statute Law now existing or hereafter enacted. The Collateral Agent shall give a Pledgor Holdings 10 days' prior ’ written notice (which each Pledgor Holdings agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of 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 Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable lawLaw, private) sale made pursuant to this Section 6Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by Law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Holdings (all said rights being also hereby waived and releasedreleased to the extent permitted by Law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it such Secured Party from such Pledgor Holdings as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor Holdings therefor. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor Holdings shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law Law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale of equity interests (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any which such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted, provided that any Pledged Debt Securities so sold shall remain subject to the provisions of the Convertible Notes Documents (including Section 9.15 of the Securities Purchase Agreement). The Collateral Administrative Agent shall give a the applicable Pledgor 10 days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of 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 Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative 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. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor, provided that any Pledged Debt Securities so sold shall remain subject to the provisions of the Convertible Notes Documents (including Section 9.15 of the Securities Purchase Agreement). For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an a Noticed Event of Default, subject each Guarantor agrees to applicable regulatory deliver each item of Collateral held by it and legal requirements, not in the Collateral Agent's possession to the Collateral Agent may on demand, and it is agreed that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01 the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgorthe Guarantors, and, and each Guarantor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that such Guarantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the Guarantors 10 daysBusiness Days' prior written notice (which each Pledgor agrees the Guarantors agree is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Guarantors (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 4.02 hereof without further accountability to such Pledgor the Guarantors therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Guarantors shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirementsrequirements (including the Gaming Laws), the Collateral Agent may sell the Nevada Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Nevada Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Nevada Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Nevada 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 any Pledgorthe Pledgors, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor the Pledgors now has have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. In the event that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent intends to exercise any of the voting and other rights with respect to any Pledged Stock, including, but not limited to (i) re-registration of any Pledged Stock, or (ii) foreclosure, transfer or other enforcement of the security interests in any Pledged Stock, pursuant to applicable Gaming Laws, such exercise of remedies shall require the prior approval of any agency, authority, board (including the Nevada Gaming Authorities), bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or foreign government, any state, province or city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the gaming commission and any other agency with authority to regulate any gaming operation or proposed gaming operation owned, managed or operated by each Pledgor or its subsidiaries (the “Gaming Authorities”) and/or licensing of the Collateral Agent or its nominee (unless such licensing requirement is waived by the applicable Gaming Authorities upon the application of the Collateral Agent or its nominee), pursuant to applicable Gaming Laws. The approval by the applicable Gaming Authorities of this Agreement shall not act or be construed as the approval, either express or implied, for the Collateral Agent to take any action or steps provided for in this Agreement for which prior approval of any applicable Gaming Authorities is required, without first obtaining such prior approval of such applicable Gaming Authorities to the extent then required by applicable Gaming Law. The Collateral Agent shall give a the applicable Pledgor 10 days' ’ prior written notice (which each such Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Nevada Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Nevada Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Nevada Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Nevada Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Nevada Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Nevada Collateral is made on credit or for future delivery, the Nevada Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Nevada Collateral so sold and, in case of any such failure, such Nevada Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any the applicable Pledgor (all said rights being also hereby waived and released), the Nevada Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Nevada Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Pledgors shall not be entitled to the return of the Nevada Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Nevada Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Nevada Collateral and to sell the Nevada Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to the extent permitted by applicable law to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees, upon the demand of the Administrative Agent, to make the Collateral available to the Administrative Agent, and it is agreed that the Administrative Agent shall have the right, with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon Upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of the Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor the applicable Grantors 10 days' prior ’ written notice (which each Pledgor Grantor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangesale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Grantor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may (with the consent of the Administrative Agent) make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such Pledgor any Grantor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor any Grantor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full, in which case any excess proceeds thereof shall be disposed of as set forth in Section 4.02 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is a "reasonable notice authenticated notification of disposition" within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code UCC (as in effect defined in the State of New York or its equivalent in other jurisdictionsSecurity Agreement) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Reimbursement Obligation then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Reimbursement Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject the Borrower agrees to applicable regulatory and legal requirements, deliver each item of Collateral to the Collateral Agent may sell on demand, and it is agreed that the CollateralCollateral Agent shall have the right with or without legal process and with or without previous notice or demand for performance, to take possession of the Col lateral or any part thereofthereof (at the same or different times) and without liability for trespass to enter any premises where the Collateral or any part thereof may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, the Borrower agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation Upon consum mation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgorthe Borrower, and, and the Borrower hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which the Borrower now has or may at any time in the future have under any rule of law or statute now existing exist ing or hereafter enacted. The Collateral Agent shall give a Pledgor the Borrower 10 days' prior written notice (which each Pledgor the Borrower agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangesale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such public sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor the Borrower (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such Pledgor the Borrower as a credit against the purchase price, price and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor the Borrower therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Borrower shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding notwith standing the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence any Event of Default by any Loan Party, Lender may pursue any and during the continuance of all remedies provided at law or in equity. If an Event of Default, subject to applicable regulatory and legal requirementsDefault shall occur on or after the Collateral Pledge Effective Date, the Lender shall have the right, upon reasonable written notice (such reasonable notice to be determined by the Lender in its sole and absolute discretion, which shall not be less than five (5) business days), with respect to the Collateral Agent may sell (whether or not the same shall then be or shall thereafter come into the possession, custody or control of the Lender), to sell, lease, license, assign or otherwise dispose of all or any part of the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix Lender deems best, and state in the for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of such sale. At intention to effect any such saledisposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the CollateralLender or anyone else may be the purchaser, lessee, licensee, assignee or portion thereofrecipient of any or all of the Collateral so disposed of at any public sale (or, to be sold may be sold in one lot as an entirety the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or in separate parcelsright of whatsoever kind, as including any right or equity of redemption (statutory or otherwise), of the Collateral Agent may (in its sole Grantor, any such demand, notice and absolute discretion) determineright or equity being hereby expressly waived and released. The Collateral Agent shall not be obligated Lender may, to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent mayfullest extent permitted by applicable law, without notice or publication, adjourn any such 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 sale may be so adjourned. In case Lender’s remedies set forth above and under the Series C Preferred Stock are not exclusive of any sale other available remedy or remedies, but each remedy shall be cumulative and shall be in addition to any other remedy given in this Loan Agreement, under the Series C Preferred Stock, at law, in equity, or by statute, whether now existing or hereafter arising. The exercise of any remedy or remedies shall not be an election of remedies. The remedies and rights of Lender may be exercised concurrently, alone, in any combination, or in any order that Lender deems appropriate. Any waiver or consent to waiver of any of the foregoing provisions shall not be construed as a bar to a waiver of any such right on any future occasion. Each Loan Party hereby irrevocably constitutes and appoints Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact, with full irrevocable power and authority in the place and stead of such Loan Party or in Lender’s own name, for the purpose of carrying out the terms of this Loan, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Loan Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Loan Party, without notice to or assent by such Loan Party, to do the following upon the occurrence of an Event of Default: on and following the Collateral Pledge Effective Date, generally, to sell, transfer, pledge, make any part agreement with respect to or otherwise deal with any of the Collateral in such manner as is made on credit consistent with the Uniform Commercial Code and as fully and completely as though Lender was the absolute owner thereof for all purposes, and to do at the expense of the Loan Parties, at any time, or for future deliveryfrom time to time, all acts and things which Lender deems necessary or desirable to protect, preserve or realize upon the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold andLender’s security interest therein, in case order to effect the intent of this Loan Agreement, all as fully and effectively as any such failure, such Collateral may be sold again upon like noticeLoan Party might do. At Upon any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events Event of Default shall have been remedied by any Loan Party following the Loan Discharge Date, each Executive Lender may pursue any and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits all remedies provided at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsequity.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Administrative Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Administrative Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Administrative Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be 6 6 held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Euro Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Euro Collateral Agent shall deem appropriate. The Euro Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Euro Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Euro Collateral Agent shall give a Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Euro Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Euro Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Euro Collateral Agent may (in its sole and absolute discretion) determine. The Euro Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Euro Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Euro Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Euro Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Euro Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Euro Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Euro Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate; provided that any and all Xxxxxxx Collateral and WOW Collateral must first be applied to repay the Xxxxxxx Obligation and WOW Obligation, respectively, and only thereafter may be used to repay amounts outstanding under the remainder of the Obligations. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject theretoto such agreement, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may exercise all of the rights and remedies granted to secured parties under the Personal Property Security Act (Ontario) (the “PPSA”) and any other applicable statute, or otherwise available to the Collateral Agent at law or in equity. Without limiting the generality of the forgoing, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' such prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Collateral’s Collateral as may be required by the PPSA or other applicable law. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may may, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an a Noticed Event of Default, subject Parent agrees to applicable regulatory and legal requirements, deliver each item of Collateral not then in the Collateral Agent's possession to the Collateral Agent may on demand, and it is agreed that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01 the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorParent, and, and Parent hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that Parent now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor Parent 10 daysBusiness Days' prior written notice (which each Pledgor Parent agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Parent (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 4.02 hereof without further accountability to such Pledgor Parent therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor Parent shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the ---------------------- continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-9- 504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver, on demand, each item of Pledged Collateral to the Administrative Agent or any Person designated by the Administrative Agent and it is agreed that the Administrative Agent shall have the right with or without legal process and with or without prior notice or demand for performance, to exercise any and all rights afforded to a secured party under the New York UCC or other applicable law. Each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor the applicable Grantors 10 days' ’ prior written notice (which each Pledgor Grantor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of 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 Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent and the other Secured Parties 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. At In the event of a foreclosure by the Administrative Agent on any of the Pledged Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Pledged Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (orbut not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at any such public sale, to use and apply any of the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor Loan Document Obligations as a credit against on account of the purchase price, and it may, upon compliance with price for any Pledged Collateral payable by the terms Administrative Agent on behalf of sale, hold, retain and dispose of the Secured Parties at such property without further accountability to such Pledgor thereforsale or other disposition. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; in accordance with Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions, (b) the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Administrative Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Administrative Agent shall give a Pledgor 10 days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor, except that any remaining proceeds thereof shall be delivered to the Pledgors to the extent required by Section 7. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject the Parent agrees to applicable regulatory and legal requirements, deliver each item of Pledged Collateral to the Collateral Agent may on demand. Without limiting the generality of the foregoing, the Parent agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale of Pledged Collateral the Collateral Agent shall have the right to assign, transfer 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 absolutely, free from any claim or right on the part of any Pledgorthe Parent, and, and the Parent hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that the Parent now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior ’ written notice (which each Pledgor the Parent agrees is reasonable notice within the meaning of Section 9-504(3) 61l of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of 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 Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 63.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor the Parent (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor the Parent therefor. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Parent shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions. It is expressly understood and agreed that the rights and remedies of the Collateral Agent are subject to Section 4.15 hereof.

Remedies Upon Default. Upon the occurrence If any Default shall have occurred and during the continuance of an Event of Default, subject to applicable regulatory and legal requirementsbe continuing, the Collateral Agent may sell shall, in addition to all other rights given by law or by this Agreement, any of the CollateralLoan Documents, any of the Financing Documents, or any part thereofotherwise, at public or private sale or at any broker's board or on any securities exchangebut subject to Sections 14 and 15 of this Agreement, for cash, upon credit or for future delivery as have all of the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent rights and agree that they are purchasing the Collateral for their own account for investment and not remedies with a view respect to the distribution or sale thereof, and upon consummation Pledged Collateral of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have a secured party under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York at that time and the Collateral Agent (personally or through an agent) may, without notice and at its equivalent option, transfer or register, and the Pledgor shall register or cause to be registered upon request therefor by the Collateral Agent, the Pledged Collateral or any part thereof on the books of Holdings into the name of the Collateral Agent or the Collateral Agent's nominee(s), indicating that such Pledged Collateral is subject to the security interest hereunder. In addition, with respect to any Pledged Collateral which shall then be in other jurisdictions) or shall thereafter come into the possession or custody of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent (personally or through an agent) may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale sell or cause the same to be adjourned from time to time by announcement sold at the time and place fixed for any broker's board or at any public or private sale, and in one or more sales or lots, at such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all price or any part of prices as the Collateral is made Agent may deem best, for cash or on credit or for future delivery, without assumption of any credit risk, all in accordance with the terms and provisions of this Agreement, the Loan Agreement and the Financing Agreement. The purchaser of any or all Pledged Collateral so sold may be retained by shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever. Unless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Collateral Agent until will give the Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of lenders in general disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to the Pledgor as provided in Section 19.1 below, at least fifteen (15) days before the time of the sale price is paid in full by the purchaser or purchasers thereofdisposition. Any other requirement of notice, but the Collateral Agent shall not incur any liability in case any such purchaser demand or purchasers shall fail to take up and pay advertisement for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (orsale is, to the extent permitted by law, waived. The Collateral Agent may, for its benefit and the ratable benefit of the Lenders, buy any of the Pledged Collateral at any public sale and, if permitted by applicable law, privateat any private sale. All expenses (including court costs and reasonable attorneys' fees, expenses and disbursements) sale made pursuant to this Section 6of, any Secured Party may bid for or purchaseincident to, free from any right of redemption, stay or appraisal on the part enforcement of any of the provisions hereof shall be recoverable from the proceeds of the sale or other disposition of the Pledged Collateral. In addition, upon the occurrence and during the continuance of a Default, all rights of the Pledgor (to exercise the voting and other rights which it would otherwise be entitled to exercise shall cease, and all said such rights being also hereby waived and released), shall thereupon become vested in the Collateral or any part thereof offered Agent, for sale its benefit and may make payment on account thereof by using any claim then due the ratable benefit of the Lenders, as provided in and payable subject to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes Section 6(g) hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon (a) In addition to any right or remedy that the occurrence and during Agent or any Lender may have under the continuance of Construction Loan Agreement or any other Loan Document or otherwise under applicable law, if an Event of Default, subject to applicable regulatory and legal requirementsDefault shall have occurred, the Collateral Agent may sell exercise any and all the Collateralrights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction and may otherwise sell, or assign, transfer, endorse and deliver the whole or, from time to time, any part thereof, of the Pledged Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery delivery, and for such price or prices and on such terms as the Collateral Agent in its discretion shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems they deem it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not in compliance with a view to the distribution or sale thereof, Securities Act and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall take and hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives (to the fullest extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal any which such Pledgor now has or may at any time in the future have under any rule of applicable law or statute now existing or hereafter enacted. The Collateral Agent Each Pledgor agrees that, to the extent notice of sale shall give a Pledgor 10 be required by applicable law, at least ten days' ’ prior written notice (which each to such Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification, but notice given in effect in the State of New York any other reasonable manner or its equivalent in at any other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateralreasonable time shall also constitute reasonable notification. Such notice, in the case of a public sale, shall state the time and place for such sale sale, and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at on which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and shall state in the notice or publication (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, thereof to be sold sold, may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (determine in its sole and absolute discretion) determine. The Collateral Neither the Agent nor any Lender shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, so regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the 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 Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but neither the Collateral Agent nor any Lender shall not incur any liability to any Pledgor 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. At any public (orsale made pursuant to this Agreement, the Agent or any Lender, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or and/or appraisal on the part of any Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by applicable law), the Collateral or any part thereof of or all the Pledged Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to it the Agent or any Lender from such any Pledgor as a credit against the purchase price, and it the Agent and the Lenders may, upon compliance with the terms of salesale and to the extent permitted by applicable law, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral all or any portion thereof part of the Pledged Collateral shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the any Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall may have been remedied and or the Secured Obligations may have been paid in fullfull as herein provided. As an alternative Each Pledgor hereby waives any right to exercising the power require any marshaling of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral assets and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionssimilar right.

Remedies Upon Default. Upon the occurrence and during of a default in the continuance payment or performance of an Event any of Defaultthe Obligations, or upon the occurrence of a default or event of default under any other instrument or document now or hereafter further evidencing, securing or otherwise related to any of the Obligations, or in the event that any representation or warranty herein shall prove to have been untrue when made, or in the event that Pledgor shall default in the performance of any of its obligations hereunder, or in the event that any bankruptcy or other insolvency proceedings are instituted by or against Pledgor or Debtor (subject to applicable regulatory the grace and legal requirementscure provisions set forth in Section 5.1 of the Loan Agreement); then, and in any such event, Lender shall have all of the Collateral Agent rights, privileges and remedies of a secured party under the Uniform Commercial Code as in effect in the State of Tennessee, and without limiting the foregoing, Lender may sell (a) collect any and all amounts payable in respect of the CollateralPledged Securities and exercise any and all rights, privileges, options and remedies of the holder and owner thereof, and (b) sell, transfer and/or negotiate the Pledged Securities, or any part thereof, at public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Collateral Agent Lender shall deem appropriate. The Collateral Agent shall be authorized , including without limitation, at Lender's option, the purchase of all or any part of said securities at any such public sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon by Lender. Upon consummation of any such sale the Collateral Agent sale, Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any the Pledgor, and, and the Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay or appraisal any that Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter hereinafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written hereby expressly waives notice (which each Pledgor agrees is reasonable to redeem and notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such noticetime, in the case of a public sale, shall state the time place and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice manner of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon Subject to the Senior Lien Intercreditor Agreement and applicable Requirements of Law, upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to deliver each item of Collateral to the Applicable Agent on demand and it is agreed that the Applicable Agent shall have the right generally to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Pledgor agrees that the Agent shall have the right, subject to the requirements of applicable regulatory law and legal requirementssubject to the terms and conditions of the Senior Lien Intercreditor Agreement, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any that such 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 Collateral Agent shall give a Pledgor the applicable Pledgors 10 days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to To the provisions of extent provided in this Section 6 4.01, any sale that complies with such provisions shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject each Pledgor agrees to applicable regulatory and legal requirements, deliver each item of Pledged Collateral to the Collateral Agent may on demand, and it is agreed that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Pledged Collateral pursuant to this Section 3.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any that such 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 Collateral Agent shall give a Pledgor the applicable Pledgors 10 daysBusiness Days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the 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 Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the case of any such failure, such Pledged Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 63.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Foreign Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is a "reasonable notice authenticated notification of disposition" within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code UCC (as in effect defined in the State of New York or its equivalent in other jurisdictionsSecurity Agreement) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Revolver Obligation then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Revolver Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon At any time after the occurrence of the First Lien Termination Date, upon the occurrence and during the continuance of an a Noticed Event of Default, subject each Guarantor agrees to applicable regulatory deliver each item of Collateral held by it and legal requirements, not in the Collateral Agent's possession to the Collateral Agent may on demand, and it is agreed that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01 the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgorthe Guarantors, and, and each Guarantor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that such Guarantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the Guarantors 10 daysBusiness Days' prior written notice (which each Pledgor agrees the Guarantors agree is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any such sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Second Lien Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Guarantors (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Second Lien Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 4.02 hereof without further accountability to such Pledgor the Guarantors therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Guarantors shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions. Notwithstanding anything to the contrary in this Agreement, at law or otherwise, the Collateral Agent and the Second Lien Secured Parties shall have no rights or remedies under this Section 4.01 prior to the First Lien Termination Date.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees, upon the demand of the Administrative Agent, to make the Collateral available to the Administrative Agent, and it is agreed that the Administrative Agent shall have the right, to the extent permitted by applicable law, with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon Upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of the Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor the applicable Grantors 10 days' prior ’ written notice (which each Pledgor Grantor agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangesale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Grantor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may (with the consent of the Administrative Agent) make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such Pledgor any Grantor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor any Grantor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full, in which case any excess proceeds thereof shall be disposed of as set forth in Section 4.02 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, Default subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Note/Debenture Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Note/Debenture Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Note/Debenture 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 any Stock Pledgor, and, to the extent permitted by applicable law, the Pledgors Stock Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any that the Stock 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 Collateral Agent shall give a Stock Pledgor 10 days' prior written notice (which each the Stock Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such the Stock Pledgor's Note/Debenture Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Note/Debenture Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Note/Debenture Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Note/Debenture Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Note/Debenture Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Note/Debenture Collateral is made on credit or for future delivery, the Note/Debenture Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, thereof but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Note/Debenture Collateral so sold and, in case of any such failure, such Note/Debenture Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 61.6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Stock Pledgor (all said rights being also hereby waived and released), the Note/Debenture Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such the Stock Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Note/Debenture Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such the Stock Pledgor shall not be entitled to the return of the Note/Debenture Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Note/Debenture Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Note/Debenture Collateral and to sell the Note/Debenture Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 1.6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriatecommercially reasonable. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 daysBusiness Days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted (all said rights being also hereby waived and releasedreleased to the extent permitted by applicable law or statute), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, Holdings agrees to deliver each item of Collateral to the Agent on demand, and it is agreed that the Agent shall have the right, subject to the requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 5.01 the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorHoldings, and, and Holdings hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that Holdings now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor Holdings 10 days' Business Days’ prior written notice (which each Pledgor Holdings agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 65.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Holdings (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it such Secured Party from such Pledgor Holdings as a credit against the purchase price, and it may make payment on account thereof by using any claim then due and payable to such Secured Party from Holdings as a credit against the purchase price and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor Holdings therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor Holdings shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance While a Notice of an Event of DefaultEnforcement is in effect, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriateappropriate subject to applicable law and standards of commercial reasonableness. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.at

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent Administrative Agent, on behalf of the Secured Parties, may sell the Pledged Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, 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 absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker's board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative 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. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 610.5, any the Administrative Agent (on behalf of the Secured Party Parties) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Pledged Collateral or any part thereof offered for sale sale, and may make any payment on account thereof by using any claim for moneys then due and payable to it from such Pledgor the Secured Parties by any Credit Party as a credit against the purchase price, ; and it maythe Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Collateral without further accountability therefor to any Pledgor or any third party (other than to the Secured Parties). The Administrative Agent shall in any such Pledgor therefor. For purposes hereof, (a) a written agreement sale make no representations or warranties with respect to purchase the Pledged Collateral or any portion thereof shall be treated as a sale part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. The Administrative Agent may exercise, either by itself or by its nominee or designee, in the name of the applicable Pledgor(s), all of the rights, powers and remedies granted to the return Administrative Agent in Section 10 hereof in respect of any Pledged Collateral, any organizational document pursuant to which any Pledgor owns its Pledged Collateral, and may exercise and enforce all of the Administrative Agent's rights and remedies hereunder and under law. Each Pledgor hereby agrees (i) it will indemnify and hold the Secured Parties harmless from and against any and all claims with respect to the Pledged Collateral asserted before the taking of actual possession or control of the Pledged Collateral by the Administrative Agent pursuant to this Credit Agreement, or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the Collateral commencement of such actual possession or control by the Administrative Agent and (ii) the Secured Parties shall not have entered into any liability or obligation arising out of any such an agreement all Events of Default shall have been remedied and the Obligations paid in fullclaim. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral under this Credit Agreement and to sell the Collateral Pledged Collateral, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon In the occurrence event of a failure to pay the ----------------------- secured Obligations as and during when due (following the continuance expiration of an Event all applicable grace periods), and subject to the subordination agreement of Defaultthe Holders contained in Section 6 herein, Debtor agrees to deliver each item of Collateral (other than any portion of such Collateral that may be subject to confidentiality agreements) to the Holders on demand, and it is agreed that the Holders shall have the right to exercise any and all rights afforded to a secured party under, and subject to its obligations contained in, the Uniform Commercial Code as in effect in the State of Florida. Without limiting the generality of the foregoing, Debtor agrees that the Holders shall have the right, subject to the mandatory requirements of applicable regulatory law and legal requirementssubject to the requirement that Holders act reasonably and in good faith, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereofof the Collateral (other than any portion of such Collateral that may be subject to confidentiality agreements), at public or private sale or at any broker's board or on any securities se-curities exchange, for cash, upon credit or for future delivery as the Collateral Agent Holders shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgorthe Debtor, and, and Debtor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which Debtor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent Holders shall give a Pledgor the Debtor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's Holders' intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Holders may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot lot, as an entirety or in separate parcels, as the Collateral Agent Holders may (in its their sole and absolute discretion) determine. The Collateral Agent Holders shall not be obligated to make any sale of any Collateral if it they shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent 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 any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent Holders until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Holders shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Section, any Secured Party Holders may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of any Pledgor Debtor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), with respect to the Collateral or any part thereof offered for sale and the Holders may make payment on account thereof by using any claim then due and payable to it the Holders from such Pledgor Debtor as a credit against the purchase price, and it the Holders may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor thereforDebtor therefore. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent Holders shall be free to carry out such sale and purchase pursuant to such agreement agreement, and (c) such Pledgor Debtor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Holders shall have entered into such an agreement all Events events of Default default shall have been remedied and the Secured Obligations paid in full. Debtor shall remain liable for any deficiency. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Holders may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-court appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may may, in accordance with, and to the extent consistent with, the Intercreditor Agreement, proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon or after the occurrence of any Event of Default, Agent shall have, in addition to any other rights given by law or the rights given hereunder or under each of the other Loan Documents, all of the rights and during remedies with respect to the continuance Pledged Collateral of a secured party under the UCC. In addition, Agent may cause all or any part of the Stock held by it to be transferred into its name or the name of its nominee or nominees, if it has not already done so. Upon or at any time after the occurrence of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or cause the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into Agent’s possession or custody, to be sold at any broker’s board or at public or private sale sale, in one or more sales or lots, at any broker's board such price as Agent may deem best, and for cash or on credit or for future delivery, and the purchaser of any securities exchangeor all of the Pledged Collateral so sold shall thereafter hold the same absolutely, for cashfree from any claim, encumbrance or right of any kind whatsoever. If any of the Pledged Collateral is sold by Agent upon credit or for future delivery as the Collateral delivery, Agent shall deem appropriatenot be liable for the failure of the purchaser to pay the same and in such event Agent may resell such Pledged Collateral. The Unless the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Agent will give Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to Pledgor, as provided in Section 21 below, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by applicable law, waived. Agent or any other Secured Party may, in its own name, or in the name of a designee or nominee, buy at any public sale of the Pledged Collateral and, if permitted by applicable law, buy at any private sale thereof. Pledgor will pay to Agent on demand all expenses (including court costs and reasonable attorneys’ fees and expenses) of, or incident to, the enforcement of any of the provisions hereof and all other charges due against the Pledged Collateral, including taxes, assessments or Liens upon the Pledged Collateral and any expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of Pledged Collateral. In connection with any sale of Pledged Collateral by Agent, Agent shall have the right to execute any document or form, in its name or in the name of Pledgor, which may be authorized at necessary or desirable in connection with such sale, including Form 144 promulgated by the Securities and Exchange Commission. In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after an Event of Default, Pledgor agrees that Agent may, from time to time, attempt to sell all or any such sale (if it deems it advisable to do so) to restrict part of the Pledged Collateral by means of a private placement restricting the bidders and prospective bidders or purchasers to persons those who will represent and agree that they are purchasing the Collateral for their own account for investment only and not with a view for distribution. Pledgor agrees that any such private sales may be at prices and other terms less favorable to the distribution or sale thereof, seller than if sold at public sales and upon consummation of any that such sale the Collateral private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall have the right be under no obligation to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give delay a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended, even if it shall determine not the issuer would agree to do so, regardless of . Agent shall apply the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn cash proceeds actually received from any public or private sale or cause other disposition to the same to be adjourned from time to time by announcement at the time and place fixed reasonable expenses of retaking, holding, preparing for sale, selling and such sale maythe like, without further noticeto reasonable attorneys’ fees, be made at the time and place to all legal expenses, travel and other expenses which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained incurred by Agent in attempting to collect the Secured Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Secured Obligations in the manner authorized by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsLoan Agreement.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Trustee on demand, and it is agreed that the Trustee shall have the right to take any of or all the following actions at the same or different times: with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Trustee shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell or otherwise dispose of all or any part of the Collateral, either directly or any part thereofthough agents, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent Trustee shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon Upon consummation of any such sale the Collateral Agent Trustee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent Trustee shall give a Pledgor 10 Grantor ten (10) days' ’ prior written notice (which each Pledgor Grantor agrees is reasonable notice time within the meaning of Section 9-504(3612 of the UCC) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's Trustee’s intention to make any sale of such Pledgor's Grantor’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Trustee may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Trustee may (in its sole and absolute discretion) determine. The Collateral Agent Trustee shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent Trustee until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Grantor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such Pledgor any Grantor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor any Grantor therefor. For purposes hereofof this Section 5.01, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) thereof and the Collateral Agent Trustee shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Trustee shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Trustee may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 610 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsUCC.

Remedies Upon Default. Upon the occurrence any Event of Default by any Loan Party, Lender may pursue any and during the continuance of all remedies provided at law or in equity. If an Event of Default, subject to applicable regulatory and legal requirementsDefault shall occur, the Lender shall have the right, upon reasonable written notice (such reasonable notice to be determined by the Lender in its sole and absolute discretion, which shall not be less than five (5) business days), with respect to the Collateral Agent may sell (whether or not the same shall then be or shall thereafter come into the possession, custody or control of the Lender), to sell, lease, license, assign or otherwise dispose of all or any part of the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix Lender deems best, and state in the for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private KL2 3260857.5 sale, without demand of performance or notice of such sale. At intention to effect any such saledisposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the CollateralLender or anyone else may be the purchaser, lessee, licensee, assignee or portion thereofrecipient of any or all of the Collateral so disposed of at any public sale (or, to be sold may be sold in one lot as an entirety the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or in separate parcelsright of whatsoever kind, as including any right or equity of redemption (statutory or otherwise), of the Collateral Agent may (in its sole Grantor, any such demand, notice and absolute discretion) determineright or equity being hereby expressly waived and released. The Collateral Agent shall not be obligated Lender may, to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent mayfullest extent permitted by applicable law, 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 the sale, and such sale may, without further notice, may be made at the any time and or place to which the same was sale may be so adjourned. In case Lender’s remedies set forth above are not exclusive of any sale other available remedy or remedies, but each remedy shall be cumulative and shall be in addition to any other remedy given in this Loan Agreement, at law, in equity, or by statute, whether now existing or hereafter arising. The exercise of any remedy or remedies shall not be an election of remedies. The remedies and rights of Lender may be exercised concurrently, alone, in any combination, or in any order that Lender deems appropriate. Any waiver or consent to waiver of any of the foregoing provisions shall not be construed as a bar to a waiver of any such right on any future occasion. Each Loan Party hereby irrevocably constitutes and appoints Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact, with full irrevocable power and authority in the place and stead of such Loan Party or in Lender’s own name, for the purpose of carrying out the terms of this Loan, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Loan Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Loan Party, without notice to or assent by such Loan Party, to do the following upon the occurrence of an Event of Default: generally, to sell, transfer, pledge, make any part agreement with respect to or otherwise deal with any of the Collateral in such manner as is made on credit or consistent with the Uniform Commercial Code and as fully and completely as though Lender was the absolute owner thereof for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase pricepurposes, and it may, upon compliance with to do at the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return expense of the Collateral Loan Parties, at any time, or any portion thereof subject theretofrom time to time, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied acts and the Obligations paid in full. As an alternative things which Lender deems necessary or desirable to exercising the power of sale herein conferred upon itprotect, the Collateral Agent may proceed by a suit preserve or suits at law or in equity to foreclose realize upon the Collateral and Lender’s security interest therein, in order to sell effect the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions intent of this Section 6 shall be deemed to conform to the commercially reasonable standards Loan Agreement, all as provided in Section 9-504(3) of the Uniform Commercial Code fully and effectively as in effect in the State of New York or its equivalent in other jurisdictionsany Loan Party might do.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Grantor agrees to deliver each item of Collateral to the Agent on demand, and it is agreed that the Agent shall have the right to take any or all of the following actions at the same or different times: with or without legal process and with or without previous notice or demand for performance, to take possession of the Collateral and without liability for trespass (except for actual damage caused by the Agent's gross negligence or willful misconduct) to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under, and subject to applicable regulatory and legal requirementsits obligations contained in, the Collateral Uniform Commercial Code as in effect in any state or other applicable law. Without limiting the generality of the foregoing, the Grantor agrees that the Agent may shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereofof the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgorthe Grantor, and, and the Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the Grantor 10 days' prior written notice (which each Pledgor the Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsILUCC) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 615, the Agent or any Secured Party Bank may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of any Pledgor the Grantor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), with respect to the Collateral or any part thereof offered for sale and the Agent or any Bank may make payment on account thereof by using any claim then due and payable to it the Agent or any such Bank from such Pledgor the Grantor as a credit against the purchase price, and it the Agent or any such Bank may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor the Grantor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale and purchase pursuant to such agreement agreement, and (c) such Pledgor the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to The rights and remedies of the provisions of Agent under this Section 6 15 shall be deemed in addition to conform to the commercially reasonable standards as provided in Section 9-504(3) any rights and remedies of the Uniform Commercial Code as in effect in Agent and/or any Bank under the State of New York or its equivalent in Credit Agreement and any other jurisdictionsSecurity Documents.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of 225 any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 67, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make 226 payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 7 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent Administrative Agent, on behalf of itself and the other Secured Parties, may sell the Pledged Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer 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 absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker’s board or on any such securities exchange, or of any other Disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative 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. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 67, any the Administrative Agent (on behalf of itself, and/or the other Secured Party Parties) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay or appraisal on the part of any Pledgor (all said rights Pledgor, any such demand, notice, claim, right or equity being also hereby expressly waived and released), any or all of the Pledged Collateral or any part thereof offered for sale sale, and may make any payment on account thereof by using any claim for moneys then due and payable to it from such Pledgor the Administrative Agent or any consenting Lender by the Borrower as a credit against the purchase price, ; and it maythe Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Collateral without further accountability therefor to any Pledgor or any third party (other than the Secured Parties). The Administrative Agent shall in any such Pledgor therefor. For purposes hereof, (a) a written agreement sale make no representations or warranties with respect to purchase the Pledged Collateral or any portion thereof part thereof, and shall not be treated chargeable with any of the obligations or liabilities of any Pledgor with respect thereto. Each Pledgor hereby agrees (i) it will indemnify and hold the Administrative Agent and the other Secured Parties harmless from and against any and all claims with respect to the Pledged Collateral asserted before the taking of actual possession or control of the Pledged Collateral by the Administrative Agent pursuant to this Pledge Agreement, or arising out of any act of, or omission to act on the part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the commencement of such actual possession or control by the Administrative Agent but excluding therefrom all claims with respect to the Pledged Collateral resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent, the Lenders or any other Secured Party as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required, or (y) any claims with respect to the Pledged Collateral asserted against an indemnified party by any Issuer or any Pledgor in which any Issuer or Pledgor is the prevailing party or (z) any dispute solely among two or more such indemnitees (not arising as a sale thereof, result of any act or omission by any Pledgor or any of its Affiliates) other than claims against the Administrative Agent; and (bii) the Collateral Administrative Agent and the other Secured Parties shall have no liability or obligation arising out of any such claim except for acts of willful misconduct or gross negligence as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required. In any action hereunder, the Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled entitled, if permitted by applicable Law, to the return appointment of the Collateral a receiver without notice to take possession of all or any portion thereof subject thereto, notwithstanding of the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of exercise such powers as a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed shall confer upon the receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent Trustee may sell or otherwise transfer or dispose of the Collateral, or any part thereof, at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent Trustee shall deem appropriate. The Collateral Agent Trustee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent Trustee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, Subsidiary Pledgor and, to the extent permitted by applicable law, the Subsidiary Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Subsidiary 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 Collateral Agent Trustee shall give a the Borrower and each applicable Subsidiary Pledgor 10 days' prior written notice (which each Subsidiary Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral AgentTrustee's intention to make any sale of such Subsidiary Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Trustee may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Trustee may (in its sole and absolute discretion) determine. The Collateral Agent Trustee shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent Trustee until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 67, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Subsidiary Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Subsidiary Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of such sale, hold, retain and dispose of such property without further accountability to such Subsidiary Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent Trustee shall be free to carry out such sale pursuant to such agreement and (c) such Subsidiary Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Trustee shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.in

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Euro Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Euro Collateral Agent shall deem appropriate. The Euro Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Euro Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors Pledgor hereby waive all rights of redemption, stay, valuation and appraisal 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 Euro Collateral Agent shall give a Pledgor 10 ten (10) days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Euro Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Euro Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Euro Collateral Agent may (in its sole and absolute discretion) determine. The Euro Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Euro Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Euro Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Euro Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Euro Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Euro Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Euro Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of DefaultDefault shall have occurred and be continuing, subject to applicable regulatory and legal requirementsthe provisions of the Subordination Agreement, the Collateral Administrative Agent (on behalf of the Secured Parties), may sell the CollateralPledged Securities, or any part thereof, at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it the Administrative Agent deems it advisable to do so) to restrict to the fullest extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker’s board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralPledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the CollateralPledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral the Pledged Securities if it shall determine not to do so, regardless of the fact 111 that notice of sale of such Collateral shall the Pledged Securities may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral Pledged Securities is made on credit or for future delivery, the Collateral Pledged Securities so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral Pledged Securities so sold and, in case of any such failure, such Collateral Pledged Securities may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 610.5, any the Administrative Agent (on behalf of the Secured Party Parties) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Collateral or any part thereof Pledged Securities offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to it from such Pledgor the Administrative Agent or any consenting Lender by any Credit Party as a credit against the purchase price, ; and it maythe Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Securities without further accountability therefor to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof third party (other than the Lenders). The Administrative Agent shall be treated as a in any such sale make no representations or warranties with respect to the Pledged Securities or any part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. Each Pledgor hereby agrees that (i) it will indemnify and hold the Administrative Agent and the Lenders harmless from and against any and all claims with respect to the return Pledged Securities asserted before the taking of actual possession or control of the Collateral Pledged Securities by the Administrative Agent pursuant to this Credit Agreement, or arising out of any act of, or omission to act on the part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Pledged Securities resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required or (y) any claims with respect to the Pledged Securities asserted against an indemnified party by a Pledgor in which such Pledgor is the prevailing party (i.e., the party in whose favor an award is issued); and (ii) none of the Administrative Agent or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Lender shall have entered into any liability or obligation to any Pledgor arising out of any such claim except for acts of willful misconduct or gross negligence of such Person, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an agreement all Events of Default shall have been remedied and appealable decision that the Obligations paid in fullparty seeking indemnification does not appeal within the time required. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this Credit Agreement and to sell the Collateral Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent Administrative Agent, on behalf of itself, the Issuing Bank and the Lenders, may sell the CollateralPledged Securities, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker's board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralPledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the CollateralPledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall the Pledged Securities may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral Pledged Securities is made on credit or for future delivery, the Collateral Pledged Securities so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral Pledged Securities so sold and, in case of any such failure, such Collateral Pledged Securities may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 610.5, any Secured Party the Administrative Agent (on behalf of itself, the Issuing Bank and/or the Lenders) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Collateral or any part thereof Pledged Securities offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Issuing Bank (to the extent it from such Pledgor consents) or any consenting Lender by any Credit Party as a credit against the purchase price, ; and it maythe Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Securities without further accountability therefor to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof third party (other than the Issuing Bank and/or the Lenders). The Administrative Agent shall be treated as a in any such sale make no representations or warranties with respect to the Pledged Securities or any part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. Each Pledgor hereby agrees (i) it will indemnify and hold the Administrative Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the return Pledged Securities asserted before the taking of actual possession or control of the Collateral Pledged Securities by the Administrative Agent pursuant to this Credit Agreement, or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the Collateral commencement of such actual possession or control by the Administrative Agent and (ii) the Administrative Agent, the Issuing Bank and the Lenders shall have entered into no liability or obligation arising out of any such an agreement all Events of Default shall have been remedied and the Obligations paid in fullclaim. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this Credit Agreement and to sell the Collateral Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon Subject to the First Lien/Second Lien Intercreditor Agreement, the First Lien/First Lien Intercreditor Agreement (if entered into) and applicable Requirements of Law, upon the occurrence and during the continuance of an Event of Default, Holdings agrees to deliver each item of Pledged Collateral to the Collateral Agent on demand and it is agreed that the Collateral Agent shall have the right generally to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, Holdings agrees that, subject to applicable regulatory Requirements of Law, the First Lien/Second Lien Intercreditor Agreement and legal requirementsthe First Lien/First Lien Intercreditor Agreement (if entered into), the Collateral Agent may sell shall have the Collateral, right to Dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale Disposition of Pledged Collateral pursuant to this Section 5.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale Disposition shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorHoldings, and, and Holdings hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that Holdings now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor Holdings 10 days' prior Business Days’ written notice (which each Pledgor Holdings agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in Pledged Collateral pursuant to the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such saleforegoing paragraph. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the 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 Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the case of any such failure, such Pledged Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 65.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Holdings (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose Dispose of such property without further accountability to such Pledgor Holdings therefor. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor Holdings shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to To the provisions of extent provided in this Section 6 5.01, any sale that complies with such provisions shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Security Trustee may exercise all rights of a secured party under the Uniform Commercial Code, as enacted in any applicable jurisdiction, with respect to the Pledged Collateral Agent and, in addition, the Security Trustee may, without being required to give any notice except as herein provided or as may sell be required by applicable law, sell, assign, transfer, endorse and deliver the Collateralwhole or, or from time to time, any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery delivery, and for such price or prices and on such terms as the Collateral Agent Security Trustee in its reasonable discretion shall deem appropriate. The Collateral Agent Security Trustee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not in compliance with a view to the distribution or sale thereofSecurities Act of 1933, and upon as amended (the “Securities Act”). Upon consummation of any such sale sale, the Collateral Agent Security Trustee shall have the right to assign, transfer transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so soldsold and all of the voting and consensual rights and powers granted and reserved to the Security Trustee pursuant hereto shall thereupon become vested in such purchaser or purchasers, subject to any reservations or qualifications imposed by the Security Trustee. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any the Pledgor, and, and the Pledgor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation appraisal, reclamation and appraisal any turnover 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 Collateral Agent Security Trustee shall give the Pledgor (with a Pledgor 10 copy to the Company) ten days' prior ’ written notice (which each the Pledgor agrees is reasonable notice notification within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code Code, as enacted in effect in the State of New York or its equivalent in other jurisdictionsany applicable jurisdiction) of the Collateral Agent's Security Trustee’s intention to make attempt to sell any sale of such Pledgor's the Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale sale, and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state identify the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or a portion thereof, will first be offered for sale at such board or exchangesale. Any such public sale of any of the Pledged Collateral shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Security Trustee may fix and state in the notice or publication (if any) of such sale. At any such sale, the Pledged Collateral, or any portion thereof, thereof to be sold sold, may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Security Trustee may (in its sole and absolute discretion) determine. The Collateral Agent Security Trustee shall not be obligated to make sell any sale of any the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of a sale of such Pledged Collateral shall may have been given. The Collateral Agent Security Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made occur at the time and place to which the same was so adjournedidentified in such announcement. In case any sale of all or any part of the Pledged Collateral is made sold on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent Security Trustee until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Security 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 noticeten days’ notice (which the Pledgor agrees is reasonable notification within the meaning of Section 9-612 of the Uniform Commercial Code, as enacted in any applicable jurisdiction). At any public (orsale made pursuant to this Agreement, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party the Security Trustee may bid for or purchase, free from any right of redemption, stay stay, appraisal, reclamation or appraisal turnover on the part of any the Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the any Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable the amount of Secured Obligations outstanding to it from such the Pledgor as a credit against the purchase price, and it the Security Trustee may, upon compliance with the terms of sale, hold, retain and dispose of such property the Pledged Collateral sold without further accountability to such the Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral all or any portion thereof part of the Pledged Collateral shall be treated as a sale thereof, (b) thereof and the Collateral Agent Security Trustee shall be free to carry out such sale pursuant to such agreement agreement, and (c) such the Pledgor shall not be entitled to the return of the any Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Security Trustee shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in fullremedied. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Security Trustee may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or and/or pursuant to a proceeding by of a court-appointed receiver. Any sale pursuant to [Borrower Parent Pledge Agreement] The Pledgor hereby constitutes and appoints the Security Trustee the attorney-in-fact of the Pledgor for the purpose of carrying out after the occurrence and during the continuance of an Event of Default, the provisions of this Section 6 Agreement and taking any action and executing any instrument which the Security Trustee may deem necessary or reasonably advisable to accomplish the purposes hereof, which appointment is granted as security for the performance of the Pledgor’s obligations hereunder and for valuable consideration, and is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Security Trustee shall be deemed have the right, after the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Security Trustee’s name or in the name of the Pledgor, to conform settle, compromise, prosecute or defend any action, claim or proceeding with respect to the commercially reasonable standards as provided in Section 9-504(3) of Pledged Collateral and shall have the Uniform Commercial Code as in effect in right to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the State of New York or its equivalent in other jurisdictionssame.

Remedies Upon Default. Upon the occurrence If a Default shall have occurred and during the continuance of an Event of Default, subject to applicable regulatory and legal requirementsbe continuing, the Collateral Agent Partnership may sell the Collateral, or otherwise dispose of all or any part thereofof the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent Partnership shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorApollo, and, and Apollo hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which Apollo now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent Partnership shall give a Pledgor Apollo 10 days' prior written notice (which each Pledgor Apollo agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsYork) of the Collateral AgentPartnership's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Partnership may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Partnership may (in its sole and absolute discretion) determine. The Collateral Agent Partnership shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent Partnership may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent Partnership until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Partnership shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 68, any Secured Party Indemnitee may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of any Pledgor Apollo (all said rights being also hereby waived and releasedreleased to the extent permitted by law), with respect to the Collateral or any part thereof offered for sale and any such Indemnitee may make payment on account thereof by using any claim then due and payable to it such Indemnitee from such Pledgor Apollo as a credit against the purchase price, and it such Indemnitee may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor Apollo therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent Partnership shall be free to carry out such sale and purchase pursuant to such agreement agreement, and (c) such Pledgor Apollo shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Partnership shall have entered into such an agreement all Events of Default Defaults shall have been remedied and the Indemnity Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Partnership may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirementsrequirements and subject to the Special ULC Provisions,, the Euro Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Euro Collateral Agent shall deem appropriate. The Euro Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Euro Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Euro Collateral Agent shall give a Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Euro Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Euro Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Euro Collateral Agent may (in its sole and absolute discretion) determine. The Euro Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Euro Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Euro Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Euro Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party Creditor may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Creditor from such any Pledgor as a credit against the purchase price, and it such Secured Creditor may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Euro Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Euro Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Euro Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of DefaultDefault shall have occurred and be continuing, subject Dacotah may sell, assign, transfer, endorse and deliver the whole or, from time to applicable regulatory and legal requirementstime, the Collateral Agent may sell the Collateral, or any part thereof, of the Pledged Collateral at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery delivery, and for such prices and on such terms as the Collateral Agent Dacotah in its discretion shall deem appropriate. The Collateral Agent shall be authorized at any such sale , subject to applicable rules and regulations of the Securities and Exchange Commission or other applicable state or federal regulatory agency (together “Securities Laws.”) Except for the Repurchase Right, if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereofapplicable, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any the Pledgor, and, and the Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal any 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 Collateral Agent Dacotah shall give a the Pledgor 10 and the Issuer ten (10) days' prior ’ written notice (which each the Pledgor agrees is reasonable notice notification within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsSouth Dakota) of the Collateral Agent's Dacotah’s intention to make any such public or private sale of or sales on any such Pledgor's Collateralsecurities exchange. Such notice, in the case of a public sale, shall state the time and place for such sale sale, and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Dacotah may fix and shall state in the notice or publication (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, thereof to be sold sold, may be sold in one lot as an entirety or in separate parcelsportions, as the Collateral Agent may (Dacotah in its sole and absolute discretion) discretion may determine. The Collateral Agent Dacotah shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Pledge Agreement, any Secured Party Dacotah may bid for or purchase, free from any right of redemption, stay or and/or appraisal on the part of any the Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof of or all the Pledged Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to it Dacotah from such the Pledgor as a credit against the purchase price, and it Dacotah may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral all or any portion thereof part of the Pledged Collateral shall be treated as a sale thereof; to the extent permitted by law, (b) the Collateral Agent Dacotah shall be free to carry out such sale pursuant to such agreement and (c) such the Pledgor shall not be entitled to the return of the any Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Dacotah shall have entered into such an agreement all Events of Default shall may have been remedied and or the Secured Obligations may have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Dacotah may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Pledge Agreement and to may sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant jurisdiction, in all cases subject to a proceeding by a court-appointed receivercompliance with applicable Securities Laws. Any sale pursuant to the provisions of this Section 6 8 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 610 and 9-611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsSouth Dakota.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any 124 6 sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereofthereof or to impose other restrictions necessary in its judgment to ensure compliance with applicable securities laws, as more fully set forth in Section 11, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors each Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any such 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdictions or successor versions of such Uniform Commercial Code) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal apprai xxx on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes pur poses hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdictions or successor versions of such Uniform Commercial Code.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent Lender may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent Lender shall deem appropriate. The Collateral Agent Lender shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereofthereof or to impose other restrictions necessary in its reasonable judgment to ensure compliance with applicable securities laws, as more fully set forth in Section 11, and upon consummation of any such sale the Collateral Agent Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent Lender shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral AgentLender's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Lender may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Lender may (in its sole and absolute discretion) determine. The Collateral Agent Lender shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent Lender until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party the Lender may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent Lender shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Lender shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Lender may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to in accordance with the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. (A) Upon the occurrence and during the continuance of an Event of DefaultDefault as defined in the Loan Agreement the Lender may exercise all rights of a secured party under the Louisiana Commercial Laws - - Secured Transactions and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, subject to applicable regulatory and legal requirementsin addition, the Collateral Agent Lender may, without being required to give any notice, except as herein provided or as may sell be required by mandatory provisions of law, (i) transfer the Collateral, whole or any part thereofof the Collateral into the name of the Lender or its nominee, (ii) sell the Collateral or any part thereof at a broker’s board or on a securities exchange, or (iii) sell the Collateral or any part thereof at public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery delivery, and at such price or prices as the Collateral Agent shall Lender may deem appropriatesatisfactory. The Lender may be the purchaser of any or all of the Collateral Agent shall be authorized so sold at any public sale (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). The Pledgor will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not may be made in compliance with a view to the distribution or sale thereof, and upon consummation of law. Upon any such sale the Collateral Agent Lender shall have the right to assigndeliver, assign and transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property Collateral so sold to it absolutely and free from any claim or right on of whatsoever kind, including any equity or right of redemption of the part of any Pledgor which may be waived, and the Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive specifically waives all rights of redemption, stay, valuation and stay or appraisal any Pledgor now which it has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedadopted. The Collateral Agent shall give a Pledgor 10 days' agrees that ten (10) days prior written notice (which each Pledgor agrees is of the time and place of any sale or other intended disposition of any of the Collateral constitutes “reasonable notice notification” within the meaning of Section Sections 9-504(3611 and 9-612 of the UCC except that shorter or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of the Uniform Commercial Code as such sale shall (1) in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place fixed for such sale andsale, and (2) in the case of a sale at a broker's board or on a securities exchangeprivate sale, shall state the board or exchange at day after which such sale is to may be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangeconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Lender may fix and state in the notice of such sale. At any such sale, sale the Collateral, or portion thereof, to be sold Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Lender may (in its sole and absolute discretion) determine. The Collateral Agent Lender shall not be obligated to make any such sale of pursuant to any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been givennotice. The Collateral Agent Lender 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 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 Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent Lender until the sale selling price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Lender 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 Collateral so sold and, in case of any such failure, such Collateral may again be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Existing Agreement Event of Default or a New Agreement Event of Default, each Grantor agrees to deliver each item of Pledged Collateral to the Collateral Agent on demand, and subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of all of the Pledged Collateral, or any part thereof, at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer 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 any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor the applicable Pledgors 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of 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 Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of such sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Existing Agreement Events of Default and all New Agreement Events of Default shall have been remedied and the Guaranteed Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise transfer or dispose of the Collateral, or any part thereof, at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a the Borrower and each applicable Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all applicable Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, each Grantor agrees that the Collateral Agent may shall have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of Pledged Securities or other securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the applicable Grantors 10 days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Grantor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it such Secured Party from such Pledgor any Grantor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor any Grantor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of (a) If an Event of Default, subject to applicable regulatory and legal requirementsDefault shall have occurred, the Collateral Agent may sell exercise any and all the Collateralrights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction (the "Code") and may otherwise sell, or assign, transfer, endorse and deliver the whole or, from time to time, any part thereof, of the Pledged Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery delivery, and for such price or prices and on such terms as the Collateral Agent in its discretion shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not in compliance with a view to the distribution or sale thereof, Securities Act and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall take and hold the property sold absolutely free from any claim or right on the part of any the Pledgor, and, and the Pledgor hereby waives (to the fullest extent permitted by applicable law, the Pledgors hereby waive Applicable Law) all rights of redemption, stay, valuation and stay and/or appraisal any which the Pledgor now has or may at any time in the future have under any rule of law or statute Applicable Law now existing or hereafter enacted. The Collateral Agent Pledgor agrees that, to the extent notice of sale shall give a Pledgor 10 be required by Applicable Law, at least ten days' prior written notice (which each to the Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification, but notice given in effect in the State of New York any other reasonable manner or its equivalent in at any other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateralreasonable time shall constitute reasonable notification. Such notice, in the case of a public sale, shall state the time and place for such sale sale, and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at on which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and shall state in the notice or publication (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, thereof to be sold sold, may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (determine in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, so regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the 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 Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability to the Pledgor 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. At any public (orsale made pursuant to this Agreement, the Collateral Agent, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or and/or appraisal on the part of any the Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by Applicable Law), the Collateral or any part thereof of or all the Pledged Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to it the Collateral Agent from such the Pledgor as a credit against the purchase price, and it the Collateral Agent may, upon compliance with the terms of salesale and to the extent permitted by Applicable Law, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral all or any portion thereof part of the Pledged Collateral shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such the Pledgor shall not be entitled to the return of the any Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall may have been remedied and or the Secured Obligations may have been paid in fullfull as herein provided. As an alternative The Pledgor hereby waives any right to exercising the power require any marshaling of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral assets and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionssimilar right.

Remedies Upon Default. Upon the occurrence and during the continuance While a Notice of an Event of DefaultEnforcement is in effect, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriateappropriate subject to applicable law and standards of commercial reasonableness. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-9- 504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At Subject to Section 9.05 of the Collateral Agency and Intercreditor Agreement, at any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events the applicable Notice of Default Enforcement shall have been remedied rescinded in accordance with the terms of the Collateral Agency and Intercreditor Agreement and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal 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 Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-9- 504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon (a) Subject to the occurrence and during Intercreditor Agreement, in addition to any right or remedy that the continuance of Collateral Agent may have under the Purchase Agreement or otherwise under applicable law, if an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent may sell exercise any and all the Collateralrights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction (the "Code") and may otherwise sell, or assign, transfer, endorse and deliver the whole or, from time to time, any part thereof, of the Pledged Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery delivery, and for such price or prices and on such terms as the Collateral Agent (acting at the direction of the Required Purchasers, in their sole discretion) shall deem appropriate. The As further provided for in Section 14 hereof, the Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not in compliance with a view to the distribution or sale thereof, Securities Laws (as such term is defined in Section 14 below) and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall take and hold the property sold absolutely free from any claim or right on the part of any Pledgorof the Pledgors, and, and each of the Pledgors hereby waives (to the fullest extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal which any Pledgor of the Pledgors now has or may at any time in the future have under any rule of applicable law or statute now existing or hereafter enacted. The Collateral Agent Each of the Pledgors agrees that, to the extent notice of sale shall give a Pledgor 10 be required by applicable law, at least ten days' prior written notice (which each to the applicable Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification, but notice given in effect in the State of New York any other reasonable manner or its equivalent in at any other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateralreasonable time shall constitute reasonable notification. Such notice, in the case of a public sale, shall state the time and place for such sale sale, and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at on which such sale is to be made and the day on which the respective Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and shall state in the notice or publication (if any) of such sale. At any such sale, the applicable Pledged Collateral, or portion thereof, thereof to be sold sold, may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine (acting at the direction of the Required Purchasers, in its their sole and absolute discretion) determine). The Collateral Agent shall not be obligated to make any sale of any of the Pledged Collateral if it shall determine not to do so, so regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the 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 Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability to any of the Pledgors 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. At any public (orsale made pursuant to this Agreement, the Collateral Agent or any secured party, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or and/or appraisal on the part of any Pledgor of the Pledgors (all said rights being also hereby waived and releasedreleased to the extent permitted by applicable law), the Collateral or any part thereof of or all the Pledged Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to it the Collateral Agent from such Pledgor any of the Pledgors as a credit against the purchase price, and it the Collateral Agent may, upon compliance with the terms of salesale and to the extent permitted by applicable law, hold, retain and dispose of such property without further accountability to such Pledgor any of the Pledgors therefor. For purposes hereof, (a) a written agreement to purchase the Collateral all or any portion thereof part of the Pledged Collateral shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor none of the Pledgors shall not be entitled to the return of the any Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall may have been remedied and or the Obligations may have been paid in fullfull as herein provided. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) Each of the Uniform Commercial Code as in effect in the State Pledgors hereby waives any right to require any marshaling of New York or its equivalent in other jurisdictionsassets and any similar right.