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. 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 Administrative Agent (on behalf of the Secured Parties), may sell the CollateralPledged Securities, 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 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 Each Pledgor hereby agrees that (i) it will indemnify and hold the Administrative Agent shall not be obligated and the Lenders harmless from and against any and all claims with respect to make any sale the Pledged Securities asserted before the taking of any Collateral if it shall determine not to do so, regardless actual possession or control 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 Pledged Securities by the Collateral Administrative 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 6Credit Agreement, or arising out of any act of, or omission to act on the part of, any Secured Party may bid for Person prior to such taking of actual possession or purchasecontrol by the Administrative Agent (whether asserted before or after such taking of possession or control), free from or arising out of any right of redemption, stay or appraisal 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 Securities resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as determined by a court of competent jurisdiction in a final non-appealable decision, 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 (all said rights being also hereby waived and releasedi.e., the party in whose favor a monetary award is issued), and none of the Collateral Administrative Agent or any part thereof offered Lender shall have any liability or obligation arising out of any such claim except 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 acts of sale, hold, retain and dispose willful misconduct or gross negligence of such property without further accountability to such Pledgor therefor. For purposes hereofPerson, (a) as determined by a written agreement to purchase the Collateral or any portion thereof shall be treated as court of competent jurisdiction in 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 fullfinal non-appealable decision. 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 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 Event of Default, subject it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the rights and remedies of a secured party under the UCC or other applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any or all of the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged 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 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 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. . 7.2 The Collateral Agent shall give a each Pledgor 10 at least ten (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) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) 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 , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at made. Each Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to any Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights 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) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition 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 . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in 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 notice 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 be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawLaw, private) sale made pursuant to this Section 67, the Collateral Agent or any Secured other Credit Party may bid for or purchase, free (to the extent permitted by applicable 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 released)Pledgor, 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 the Collateral Agent or such other Credit Party from such any Pledgor on account of the Secured Obligations as a credit against the purchase price, and it the Collateral Agent or such other Credit Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. . 7.5 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 . 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 Secured Obligations paid in full. . 7.6 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 . 7.7 Each Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any other Credit Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided manner. 7.8 To the extent permitted by applicable Law, each Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which each Pledgor now has or may at any time in Section 9-504(3) the future have under any rule of law or statute now existing or hereafter enacted. In dealing with or disposing of the Uniform Commercial Code as in effect in Pledged Collateral or any part thereof, neither the State Collateral Agent nor any other Credit Party shall be required to give priority or preference to any item of New York Pledged Collateral or its equivalent in other jurisdictionsotherwise to marshal assets or to take possession or sell any Pledged Collateral with judicial process.

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 Each Pledgor hereby waives any claims against Collateral Agent arising by reason of the fact that 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 be liable for the deficiency and the fees of any attorneys employed by Collateral Agent to collect such deficiency, subject in the case of the Subsidiary Pledgors to any limitations contained in the Guarantees. (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as from time to time amended (the "SECURITIES ACT"), and applicable state securities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral is made on credit conducted without prior registration or qualification of such Pledged Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for future deliverytheir own account, for investment and not with a view to the Collateral so sold distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable to Collateral Agent than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereofpursuant to SECTION 13, but the Collateral Agent shall not incur any liability in case each Pledgor agrees that 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) 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 deemed to have been made in a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement commercially reasonable manner 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 no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such an agreement issuer would, or should, agree to so register it. (c) If Collateral Agent determines to exercise its right to sell any or all Events of Default the Pledged Collateral, upon written request, Pledgors shall have been remedied and the Obligations paid in full. As an alternative shall cause each issuer of any Pledged Shares to exercising the power of sale herein conferred upon it, the be sold hereunder from time to time to furnish to Collateral Agent all such information as Collateral Agent may proceed request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by a suit or suits at law or Collateral Agent in equity to foreclose upon exempt transactions under the Collateral Securities Act 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) rules and regulations of the Uniform Commercial Code Securities and Exchange Commission thereunder, as the same are from time to time in effect in the State of New York or its equivalent in other jurisdictionseffect.

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 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, 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, 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 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 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 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 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 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 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 After the occurrence and during the continuance of an any Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent : (a) The Secured Party may sell exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to the Secured Party, all the rights and remedies of a Secured Party on default under applicable law, including without limitation the Utah Uniform Commercial Code (irrespective of whether such applies to the affected items of Collateral), and the Secured Party may also without notice (except as specified below) (i) convert the Collateral into an electronic format, if applicable, (ii) cause IPDN Holdings’ transfer agent, if applicable, to put all certificates evidencing the Pledged Equity into Secured Party’s name and instruct IPDN Holdings’ transfer agent (if any) to remove all legends from such certificates, and (iii) sell the Collateral or any part thereof, thereof in one or more parcels at public or private sale sale, at any exchange, broker’s board or at any broker's board of the Secured Party’s offices or on any securities exchangeelsewhere, 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 Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, the Secured Party may be the purchaser of any or 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 and shall be entitled, for the prospective bidders purpose of bidding and making settlement or purchasers to persons who will represent and agree that they are purchasing payment of the purchase price for all or any portion of the Collateral for their own sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account for investment and not with a view to of the distribution or sale thereof, and upon consummation purchase price of any Collateral payable at such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldsale. 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 or appraisal any that 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 Pledgor agrees is reasonable that, to the extent notice within of sale shall be required by law, at least ten (10) calendar days’ notice to the meaning Pledgor 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 time after which a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such 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 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) determineconstitute reasonable notification. The Collateral Agent Secured Party 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 having been given. The Collateral Agent may, without notice or publication, Secured Party 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 To the maximum extent permitted by law, the Pledgor hereby waives any claims against the Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) The Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where the Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) The Pledgor hereby acknowledges that the sale by the Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act, as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which the Secured Party, or any subsequent transferee of the Collateral, may dispose thereof. The Pledgor acknowledges and agrees that in order to protect the Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. The Pledgor has no objection to a sale in such a manner and agrees that the Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, the Pledgor agrees that, after the occurrence of an Event of Default, the Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Collateral is made on credit or by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for future deliveryinvestment only and not for distribution. In so doing, 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), solicit offers to buy the Collateral or any part thereof offered for sale and may make payment on account thereof cash, from a limited number of investors reasonably believed by using the Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If the Secured Party shall solicit such offers, then the acceptance by the Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (d) If the Secured Party shall determine to exercise the Secured Party’s right to sell all or any claim portion of the Collateral pursuant to this Section, then due and payable to it from such the Pledgor as a credit against the purchase price, and it mayagrees that, upon compliance with request of the terms Secured Party, the Pledgor, at the Pledgor’s own expense, shall: (i) execute and deliver, or cause the officers and directors of saleIPDN Holdings to execute and deliver, holdto any person, retain entity or governmental authority as the Secured Party may choose, any and dispose of such property without further accountability all documents and writings which, in the Secured Party’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where the Pledgor or IPDN Holdings engage in business, in order to such Pledgor therefor. For purposes hereof, (a) a written agreement transfer or to purchase more effectively transfer the Collateral or any portion thereof shall otherwise enforce the Secured Party’s rights hereunder; and (ii) do or cause to be treated done all such other acts and things as a sale thereof, (b) the Collateral Agent shall may be free necessary to carry out make such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion part thereof subject thereto, notwithstanding the fact valid and binding and in compliance with applicable law. The Pledgor acknowledges 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 there is no adequate remedy at law or in equity for failure by the Pledgor 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 comply with the provisions of this Section 6 shall 11 and that such failure would not be deemed to conform to adequately compensable in damages, and therefore agrees that the commercially reasonable standards as provided Pledgor’s agreements contained in this Section 9-504(311 may be specifically enforced. (e) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsTHE PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME THE SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT 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; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

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, 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 the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral : (a) The Agent may sell exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of a secured party on default under the Code at that time, and the Agent may also, in its sole discretion, without notice except as specified below, sell the Collateral or any part thereof, thereof in one or more parcels at public or private sale sale, at any exchange, broker’s board or at any broker's board of the Agent’s or on any securities exchangethe Lenders’ offices or elsewhere, for cash, upon on credit or for future delivery delivery, and at such price or prices and upon such other terms as the Collateral Agent shall or the Lenders may deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict commercially reasonable, irrespective of 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 impact of any such sale sales on the Collateral Agent shall have market price of the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldCollateral. 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 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 shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable that, to the extent notice within the meaning of Section 9-504(3sale shall be required by law, at least five (5) days’ notice to Pledgor of the Uniform Commercial Code as in effect in time and place of any public sale or the State of New York or its equivalent in other jurisdictions) of time after which any private sale is to be made shall constitute reasonable notification. The Agent nor the Collateral Agent's intention Lenders shall have no obligation 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 having been given. The Collateral Agent may, without notice or publication, the Lenders 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 Pledgor hereby waives and agrees not to assert any rights or privileges it may acquire under the Code and any claims against the Agent or the Lenders arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Agent or the Lenders accept the first offer received and does not offer the Collateral to more than one offeree. Any sale of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (b) In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Collateral may be effected after an Event of Default, Pledgor agrees that upon the occurrence of an Event of Default, the Agent or the Lenders may, from time to time, attempt to sell all or any part of the Collateral is made on credit or by means of a private placement restricting the bidder and prospective purchasers to those who will represent and agree that they are purchasing for future deliveryinvestment only and not for distribution. In so doing, the Collateral so sold Agent or the Lenders may be retained by solicit offers to buy the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereofCollateral, 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 of it, for sale and may make payment on account thereof cash, from a limited number of investors deemed by using any claim then due and payable the Agent or the Lenders, in its or their reasonable judgment, to it from such Pledgor as a credit against be respectable parties who might be interested in purchasing the purchase priceCollateral, and it may, upon compliance with if the terms of sale, hold, retain and dispose of Agent or the Lenders solicit such property without further accountability to such Pledgor therefor. For purposes hereof, offers from not less than three (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 (c3) such Pledgor shall not be entitled to investors, then the return acceptance by the Agent or the Lenders 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 highest offer obtained therefrom shall be deemed to conform to the be a commercially reasonable standards as provided in Section 9-504(3) method of disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsCollateral.

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 If an Event of Default, subject to applicable regulatory Default has occurred and legal requirements, the is continuing: (a) The Collateral Agent may sell exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or any part thereofotherwise available to it, at public or private sale or at any broker's board or all the rights and remedies of a secured party 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 default 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 (the "UCC") in effect in the State of New York at that time, and the Collateral Agent may also, without notice except as specified below, sell the Pledged Collateral or its equivalent any part thereof in other jurisdictions) one or more parcels at public or private sale, at any exchange, broker's board or at any of the Collateral Agent's intention offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to make any the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor 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 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) determineconstitute reasonable notification. 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 . (b) Any cash held by the Collateral Agent as Pledged Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of or collection from or other realization upon all or any part of the Pledged Collateral is made on credit or for future deliverymay, in the discretion of the Collateral so sold may Agent, be retained held by the Collateral Agent until as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the sale price is paid Collateral Agent pursuant to Section 6B) in full whole or in part by the purchaser Collateral Agent against, all or purchasers thereof, but any part of the Obligations in such order as 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 noticeelect. 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 Any surplus of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral cash or any portion thereof shall be treated as a sale thereof, (b) cash proceeds held by the Collateral Agent and remaining after payment in full of all the Obligations shall be free paid over to carry out such sale pursuant the Pledgor or to such agreement and (c) such Pledgor shall not whomever may be lawfully 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 receive 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 jurisdictionssurplus.

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 it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any of or all the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged 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 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 absolutely, free from any claim or right on the part of any the 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. . 7.2 The Collateral Agent shall give a the Pledgor 10 at least ten (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) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) 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 , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at made. The Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to the Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights 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) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition 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 . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in 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 notice 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 be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Collateral Agent or any other Secured Party may bid for or purchase, free (to the extent permitted by Applicable 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 released)the Pledgor, 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 the Collateral Agent or such other Secured Party from such the Pledgor on account of the Obligations as a credit against the purchase price, and it the Collateral Agent or such other Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. . 7.5 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 . 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 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. . 7.6 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 . 7.7 The Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any Secured Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided in Section 9-504(3) manner. 7.8 To the extent permitted by Applicable Law, the Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which the Uniform Commercial Code as in effect Pledgor now has or may at any time in the State future have under any rule of New York law or its equivalent in other jurisdictionsstatute now existing or hereafter enacted.

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, subject it is agreed that the Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the Collateral rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Agent shall include, without limitation, the right to take any of or all the following actions at the same or different times: 7.1 The Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged 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 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 absolutely, free from any claim or right on the part of any Pledgor. 7.2 Unless the Pledged Collateral is perishable or threatens to decline speedily in value, and, to or is of a type customarily sold on a recognized market (in which event the extent permitted by applicable lawAgent shall provide the Pledgors such notice as may be practicable under the circumstances), 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 the Pledgors at least ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) notice, by authenticated record, 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 the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) 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 , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition 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 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) determinemade. The Collateral Pledgors agree that such written notice shall satisfy all requirements for notice to the Pledgors which are imposed under the UCC with respect to the exercise of the Agent’s rights and remedies upon default. The Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition 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 . 7.3 Any public sale shall be held at such time or times within ordinary business hours and at such place or places as the Agent may fix and state in the notice 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. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Agent or any Secured other Credit Party may bid for or purchase, free (to the extent permitted by Applicable 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 released)the Pledgors, 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 the Agent or such other Credit Party from such Pledgor the Pledgors on account of the Secured Obligations as a credit against the purchase price, and it the Agent or such other Credit Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. . 7.5 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 . The 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 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 shall have been Paid in full. Full. 7.6 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. 7.7 Each Pledgor recognizes that (i) the Agent may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 ▇.▇.▇. Any sale pursuant §▇▇ (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (ii) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (iii) that neither the Agent nor any other Credit Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (iv) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided in Section 9-504(3) manner. 7.8 To the extent permitted by Applicable Law, each Pledgor hereby waives all rights of the Uniform Commercial Code as in effect redemption, stay, valuation and appraisal which such Pledgor now has or may at any time in the State future have under any rule of New York law or its equivalent in other jurisdictionsstatute now existing or hereafter enacted.

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 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 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 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 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, 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, 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 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 Event of Default, subject to applicable regulatory and legal requirements, it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any of or all the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateralsell, resell, assign and deliver, or otherwise dispose of all or any part thereofof the Pledged Collateral, 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 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 the 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. . 7.2 The Collateral Agent shall give a the Pledgor 10 at least ten (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) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, and (ii) in the case of a sale at a broker's board or on a securities exchangeprivate sale, shall state the board date after which any private sale or exchange at which such sale is to be made and other disposition of the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale Pledged Collateral shall be held at made. The Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to the Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights 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) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition 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 . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in 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 notice 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 be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Collateral Agent or any other Secured Party may bid for or purchase, free (to the extent permitted by Applicable 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 released)the Pledgor, 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 the Collateral Agent or such other Secured Party from such the Pledgor on account of the Obligations as a credit against the purchase price, and it the Collateral Agent or such other Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. . 7.5 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 . 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 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. . 7.6 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 . 7.7 The Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any Secured Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided in Section 9-504(3) manner. 7.8 To the extent permitted by Applicable Law, the Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which the Uniform Commercial Code as in effect Pledgor now has or may at any time in the State future have under any rule of New York law or its equivalent in other jurisdictionsstatute now existing or hereafter enacted.

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 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 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 After the occurrence and during the continuance of an Event of Default, subject it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any or all of the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged 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 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 absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted . 7.2 If required by applicable lawApplicable 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 the Pledgors at least ten (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) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) 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 , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at made. Each Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to the Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights 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) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition 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 . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in 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 notice 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 be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Collateral Agent or any other Secured Party may bid for or purchase, free (to the extent permitted by Applicable 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 released)Pledgor, 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 the Collateral Agent or such other Secured Party from such any Pledgor on account of the Secured Obligations as a credit against the purchase price, and it the Collateral Agent or such other Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. . 7.5 For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof which is entered into in good faith shall be treated as a sale thereof, (b) the . 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 and/or the Secured Obligations paid in full. . 7.6 As an alternative to exercising the power of sale herein conferred upon itit and subject to Applicable Law, 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 . 7.7 Each Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act or the Blue Sky Laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any other Secured Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided manner. 7.8 To the extent permitted by Applicable Law, each Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which such Pledgor now has or may at any time in Section 9-504(3) the future have under any rule of law or statute now existing or hereafter enacted. In dealing with or disposing of the Uniform Commercial Code as in effect in Pledged Collateral or any part thereof, neither the State Collateral Agent nor any Secured Party shall be required to give priority or preference to any item of New York Pledged Collateral or its equivalent in other jurisdictionsotherwise to marshal assets or to take possession or sell any Pledged Collateral with judicial process.

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, 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, subject to applicable regulatory the terms of the Intercreditor Agreement: (a) Agent, on behalf of the Lender Group, may exercise in respect of the Pledged Collateral, in addition to other rights and legal requirementsremedies provided for herein or otherwise available to it, all the Collateral Agent rights and remedies of a secured party on default under the Code (irrespective of whether the Code applies to the affected items of Pledged Collateral), and Agent, on behalf of the Lender Group, may also 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 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 Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. To the maximum extent permitted by applicable law, Agent may be the purchaser of any or all of the Pledged Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized 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 all or any part 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 Pledged Collateral payable at such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldsale. 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 or appraisal any Pledgor that 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 shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable that, to the extent notice within the meaning of Section 9-504(3sale shall be required by law, at least ten (10) calendar days notice to Pledgor 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 time after which a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such 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 Subject to subsection (b), to the maximum extent permitted by law, Pledgor hereby waives any claims against Agent arising because the price at which any Pledged Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) Pledgor hereby agrees that any sale or other disposition of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the City of Los Angeles, State of California in disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Agent of any Pledged Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws may require strict limitations as to the manner in which Agent or any subsequent transferee of the Pledged Collateral may dispose thereof. In light of this, Pledgor acknowledges and agrees that in order to protect Agent's interest it may be necessary to sell the Pledged Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Agent shall have no obligation to obtain the maximum possible price for the Pledged Collateral as long as any sale is made in a commercially reasonable manner. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Agent may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral is made on credit or by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for future deliveryinvestment only and not for distribution. In so doing, Agent may solicit offers to buy 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 Pledged Collateral or any part thereof offered for sale cash, from a limited number of investors deemed by Agent, in its reasonable judgment, to be institutional investors or other responsible parties who might be interested in purchasing the Pledged Collateral. If Agent shall solicit such offers, then Pledgor acknowledges that the acceptance by Agent of one of the offers shall not be deemed per se to not be a commercially reasonable method of disposition of the Pledged Collateral. (d) If Agent shall determine to exercise its right to sell all or any portion of the Pledged Collateral pursuant to this Section, Pledgor agrees that, upon request of Agent, Pledgor will, at no expense to any member of the Lender Group: (i) execute and may make payment on account deliver, and, use commercially reasonably efforts to, cause the Issuers and the directors and officers thereof by using any claim then due to execute and payable to it from deliver, all such Pledgor as a credit against the purchase priceinstruments and documents, and it mayto do or use commercially reasonably efforts to cause to be done all such other acts and things, upon compliance as may be necessary or, in the opinion of Agent, advisable to register such Pledged Collateral under the provisions of the Securities Act, and use commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectuses which, in the opinion of Agent, are necessary or advisable, all in conformity with the terms requirements of salethe Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use commercially reasonable efforts to qualify the Pledged Collateral under the state securities laws or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, holdas requested by Agent; (iii) use commercially reasonably efforts to cause the Issuers to make available to their respective security holders, retain as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and dispose deliver, or use commercially reasonably efforts to cause the officers and directors of the Issuers to execute and deliver, to any person, entity or governmental authority as Agent may choose, any and all documents and writings which, in Agent's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce Agent's rights hereunder; and (v) do or cause to be done all such property without further accountability other acts and things as may be commercially reasonable to make such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase sale of the Pledged Collateral or any portion part thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement valid and (c) such binding and in compliance with applicable law. Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact acknowledges 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 there is no adequate remedy at law or in equity for failure by it 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 comply with the provisions of this Section 6 shall and that such failure would not be deemed to conform to the commercially reasonable standards as provided adequately compensable in damages, and therefore agrees that its agreements contained in this Section 9-504(3may be specifically enforced. (e) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsPLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME AGENT DISPOSES OF ALL OR ANY PART OF THE PLEDGED COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements(a) If a Default shall have occurred, the Collateral Agent Lender 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 Lender shall deem appropriate. The Collateral Agent Lender shall be authorized at any such sale (if if, on the advice of counsel, 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 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 Pledgorthe Borrower, and, and the Borrower hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemptionStock Purchase, stay, valuation and stay and/or 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 or hereafter enacted. The Collateral Agent Borrower will execute and deliver such documents and take such action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with the law. (b) The Lender shall give a Pledgor 10 the Borrower ten (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 Lender’s intention to make any such public or private sale of or sale at any broker’s board or 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 ’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 shall 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 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 may 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 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 Lender may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral Collateral, or any portion thereof 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 receiver. Any sale pursuant jurisdiction. (c) In addition to the provisions rights and remedies provided herein and the Note, (herein collectively the “Loan Documents”) and otherwise available under any applicable law, whenever a Default shall have occurred, the Lender shall have all the rights and remedies of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of a secured party upon default under the Uniform Commercial Code as then in effect in the State of New York or its equivalent in other jurisdictionsAlabama.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory the terms of the Intercreditor Agreement: (a) Agent, on behalf of the Lender Group, may exercise in respect of the Pledged Collateral, in addition to other rights and legal requirementsremedies provided for herein or otherwise available to it, all the Collateral Agent rights and remedies of a secured party on default under the Code (irrespective of whether the Code applies to the affected items of Pledged Collateral), and Agent, on behalf of the Lender Group, may also 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 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 Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. To the maximum extent permitted by applicable law, Agent may be the purchaser of any or all of the Pledged Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized 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 all or any part 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 Pledged Collateral payable at such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldsale. 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 or appraisal any Pledgor that 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 shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable that, to the extent notice within the meaning of Section 9-504(3sale shall be required by law, at least ten (10) calendar days notice to Pledgor 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 time after which a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such 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 Subject to subsection (b), to the maximum extent permitted by law, Pledgor hereby waives any claims against Agent arising because the price at which any Pledged Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) Pledgor hereby agrees that any sale or other disposition of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the City of Los Angeles, State of California in disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Agent of any Pledged Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws may require strict limitations as to the manner in which Agent or any subsequent transferee of the Pledged Collateral may dispose thereof. In light of this, Pledgor acknowledges and agrees that in order to protect Agent's interest it may be necessary to sell the Pledged Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Agent shall have no obligation to obtain the maximum possible price for the Pledged Collateral as long as any sale is made in a commercially reasonable manner. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Agent may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral is made on credit by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Agent may solicit offers to buy the Pledged Collateral or any part thereof for future deliverycash, from a limited number of investors deemed by Agent, in its reasonable judgment, to be institutional investors or other responsible parties who might be interested in purchasing 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 Pledged Collateral. If Agent shall solicit such offers, then Pledgor acknowledges that the acceptance by Agent of one of the offers shall not incur be deemed per se to not be a commercially reasonable method of disposition of the Pledged Collateral. (d) If Agent shall determine to exercise its right to sell all or any liability in case any such purchaser or purchasers shall fail to take up and pay for portion of the Pledged 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, Pledgor agrees that, upon request of Agent, Pledgor will, at no expense to any member of the Lender Group: (i) execute and deliver, and, use commercially reasonably efforts to, cause the Issuers and the directors and officers thereof to execute and deliver, all such instruments and documents, and to do or use commercially reasonably efforts to cause to be done all such other acts and things, as may be necessary or, in the opinion of Agent, advisable to register such Collateral under the provisions of the Securities Act, and use commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectuses which, in the opinion of Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use commercially reasonable efforts to qualify the Collateral under the state securities laws or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Collateral, as requested by Agent; (iii) use commercially reasonably efforts to cause the Issuers to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 611(a) of the Securities Act; (iv) execute and deliver, or use commercially reasonably efforts to cause the officers and directors of the Issuers to execute and deliver, to any person, entity or governmental authority as Agent may choose, any Secured Party and all documents and writings which, in Agent's reasonable judgment, may bid be necessary or appropriate for approval, or purchasebe required by, free from any right regulatory authority located in any city, county, state or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce Agent's rights hereunder; and (v) do or cause to be done all such other acts and things as may be commercially reasonable to make such sale 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 valid and may make payment on account thereof by using any claim then due binding and payable to it from such Pledgor as a credit against the purchase price, and it may, upon in compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such applicable law. 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 acknowledges 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 there is no adequate remedy at law or in equity for failure by it 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 comply with the provisions of this Section 6 shall and that such failure would not be deemed to conform to the commercially reasonable standards as provided adequately compensable in damages, and therefore agrees that its agreements contained in this Section 9-504(3may be specifically enforced. (e) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsPLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME AGENT DISPOSES OF ALL OR ANY PART OF THE PLEDGED COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory Pledgee may exercise all the rights and legal requirementsremedies granted under this Agreement, including, without limitation, the Collateral Agent may right to sell the Pledged Collateral, or any part thereof, at public or private sale or at any broker's board or ’s board, on any securities exchangeexchange or in the over-the-counter market, for cash, upon credit or for future delivery as the Collateral Agent Pledgee shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the Uniform Commercial Code of any applicable jurisdiction. The Collateral Agent Pledgee 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 the Collateral Agent Pledgee 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 Pledgor 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 . (b) Pledgee 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) 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 Pledgee’s intention to make any sale of such Pledgor's ’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 Pledgee may reasonably fix and 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 Agent Pledgee may (in its sole and absolute discretion) determine. The Collateral Agent Pledgee 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 Pledgee 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 Pledgee until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Pledgee 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 68, any Secured Party Pledgee may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of Pledgor, 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), the Pledged 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. 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 If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Administrative Agent (on behalf of the Secured Parties), may sell the CollateralPledged Securities, 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 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 at least 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 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, 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 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, or (y) any claims with respect to the Pledged Securities asserted against an indemnified party by a Credit Party or Pledgor in which such Credit Party or Pledgor is the prevailing party, 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 arising out of any such an agreement all Events claim except for acts of Default shall have been remedied and the Obligations paid in fullwillful misconduct or gross negligence of such Person, as finally determined by a court of competent jurisdiction. 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 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 ▇▇▇▇▇▇▇ Collateral and WOW Collateral must first be applied to repay the ▇▇▇▇▇▇▇ 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 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 After the occurrence and during the continuance of an Event of Default, subject it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any or all of the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged 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 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 absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted . 7.2 If required by applicable lawApplicable 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 the Pledgors at least ten (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) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) 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 , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at made. Each Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to the Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights 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) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition 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 . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in 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 notice 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 be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Collateral Agent or any other Secured Party may bid for or purchase, free (to the extent permitted by Applicable 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 released)Pledgor, 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 the Collateral Agent or such other Secured Party from such any Pledgor on account of the Secured Obligations as a credit against the purchase price, and it the Collateral Agent or such other Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. . 7.5 For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof which is entered into in good faith shall be treated as a sale thereof, (b) the . 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 and/or the Secured Obligations paid in full. . 7.6 As an alternative to exercising the power of sale herein conferred upon itit and subject to Applicable Law, 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 . 7.7 Each Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any other Secured Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided manner. 7.8 To the extent permitted by Applicable Law, each Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which each Pledgor now has or may at any time in Section 9-504(3) the future have under any rule of law or statute now existing or hereafter enacted. In dealing with or disposing of the Uniform Commercial Code as in effect in Pledged Collateral or any part thereof, neither the State Collateral Agent nor any Secured Party shall be required to give priority or preference to any item of New York Pledged Collateral or its equivalent in other jurisdictionsotherwise to marshal assets or to take possession or sell any Pledged Collateral with judicial process.

Remedies Upon Default. Upon After the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation and subject to applicable regulatory and legal requirementsthe Intercreditor Agreements, the right (but not the obligation) to take any or all of the following actions at the same or different times: 7.1. The Collateral Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged 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 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 absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted . 7.2. If required by applicable lawApplicable 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 the Pledgors at least ten (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) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) 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 , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at made. Each Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to the Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights 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) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition 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. 7.3. In case any Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in 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 notice 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 be sold again upon like noticesale. 7.4. At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Collateral Agent or any other Secured Party may bid for or purchase, free (to the extent permitted by Applicable 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 released)Pledgor, 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 the Collateral Agent or such other Secured Party from such any Pledgor on account of the Secured Obligations as a credit against the purchase price, and it the Collateral Agent or such other Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. 7.5. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof which is entered into in good faith shall be treated as a sale thereof, (b) the . 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 and/or the Secured Obligations paid in full. 7.6. As an alternative to exercising the power of sale herein conferred upon itit and subject to Applicable Law, 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. 7.7. Any Each Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any other Secured Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided manner. 7.8. To the extent permitted by Applicable Law, each Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which each Pledgor now has or may at any time in Section 9-504(3) the future have under any rule of law or statute now existing or hereafter enacted. In dealing with or disposing of the Uniform Commercial Code as in effect in Pledged Collateral or any part thereof, neither the State Collateral Agent nor any Secured Party shall be required to give priority or preference to any item of New York Pledged Collateral or its equivalent in other jurisdictionsotherwise to marshal assets or to take possession or sell any Pledged Collateral with judicial process.

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 Agent, on behalf of itself 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 Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral 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 the Collateral 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 enactedPledgors. 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) 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 such public or private sale, or sale at any broker's board or on any such securities exchange, or of such Pledgor's Collateralany other disposition of the Pledged 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 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 Agent may (in its sole and absolute discretion) determine. The Collateral 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 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 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 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 611.05, any Secured Party the Agent (on behalf of itself and 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 it from such Pledgor the Agent or any consenting Lender by any Credit Party as a credit against the purchase price, ; and it maythe 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 Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral Pledgors or any portion thereof third party (other than the Lenders). The 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 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 Agent pursuant to this Agreement or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any party prior to such taking of actual possession or control by the Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, their agents or Affiliates before or after the Collateral commencement of such actual possession or control by the Agent and (ii) the Agent 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 Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this 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 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 Owner Trustee) 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 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. (a) Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory the terms of the Intercreditor Agreement, Collateral Agent, on behalf of the Secured Parties, may exercise all the rights and legal requirementsremedies granted under this Agreement, including, without limitation, the Collateral Agent may right to sell the Pledged Collateral, or any part thereof, at public or private sale or at any broker's board or ’s board, on any securities exchangeexchange or in the over-the-counter market, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the Uniform Commercial Code of any applicable jurisdiction; provided that, except as otherwise expressly provided in the Indenture or the other Note Documents, the Collateral Agent shall exercise, or refrain from exercising, any remedies provided for herein, in accordance with the instructions of the Required Secured Parties (as defined in the Security Agreement). The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent required 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 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. . (b) 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) 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 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 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 68, any Secured Party 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), the Pledged 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. 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 If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent may exercise, to the extent permitted by law, all the rights of a secured party under the Uniform Commercial Code of the State of New York (whether or not the Code is in effect in the jurisdiction where such rights are exercised) and, in addition, the Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, 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 either 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 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 each Pledgor at least 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 Collateral owned by 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 exchangeexchange and, in the case of a private sale, shall state the time after which any such sale is to be made. 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 the terms of the Intercreditor Agreement, 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 purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any either Pledgor (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 from such any Pledgor as a credit against the purchase price, and it the Collateral Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability account ability 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 agreement, and (c) such Pledgor none of the Pledgors 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; PROVIDED, HOWEVER, that in the event the Obligations shall have been paid in full, the Pledgors shall be entitled to the return of the proceeds of the sale of any such Collateral to the extent not applied to payment of the Obligations. 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(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 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. 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, each Pledgor agrees that the Administrative Agent shall have the right, subject to 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 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 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 shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and the Pledgors hereby waive (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay 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 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 or its equivalent in other jurisdictions) of the Collateral Administrative 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 state in the notice (if any) of such sale. At any such sale, sale the Collateral, Pledged Collateral or portion thereof, thereof to be sold may be sold in one lot as an entirety or in separate parcels, 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 67, 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 (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 Loan Party 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 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 7 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 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) 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 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 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 entirely 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 any 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 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 If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent 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 Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral 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 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 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 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 Agent may (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, 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 shall 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 or sales made pursuant to this Section 610.5, the Collateral Agent, the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party 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 the account thereof by using any claim for moneys then due and payable to it from such Pledgor the Agents, the Issuing Bank, the Lenders and any other Secured Party by any Credit Party as a credit against the purchase price, ; and it maythe Collateral 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 Collateral 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) and shall not be chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. The Collateral 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 Collateral Agent shall be free to carry out such sale in this Section 10 in respect of any Pledged Collateral, any organizational document pursuant to such agreement which any Pledgor owns its Pledged Collateral, and (c) such Pledgor shall not be entitled to the return may exercise and enforce all of the Collateral Agent's rights and remedies hereunder and under law. Each Pledgor hereby agrees (i) it will indemnify and hold each of the Agents, the Issuing Bank, the Lenders and any other Secured Party harmless from and against any and all claims with respect to the Pledged Collateral asserted before the taking of actual possession or any portion thereof subject thereto, notwithstanding control of the fact that after Pledged Collateral by the Collateral 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 Collateral 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 Collateral Agent and (ii) the Agents, the Issuing Bank, the Lenders and any other Secured Party 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 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 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 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 9-9- 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 it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any of or all the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged 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 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 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. . 7.2 The Collateral Agent shall give a Pledgor 10 the Pledgors at least ten (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) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) 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 , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at made. The Pledgors agree that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to the Pledgors which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights 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) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition 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 . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in 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 notice 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 be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Collateral Agent or any Secured other Credit Party may bid for or purchase, free (to the extent permitted by Applicable 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 released)the Pledgors, 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 the Collateral Agent or such other Credit Party from such Pledgor the Pledgors on account of the Secured Obligations as a credit against the purchase price, and it the Collateral Agent or such other Credit Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. . 7.5 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 . 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 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. . 7.6 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 . 7.7 Each Pledgor recognizes that (i) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “Blue Sky Laws”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (ii) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (iii) that neither the Collateral Agent nor any Credit Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (iv) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided in Section 9-504(3) manner. 7.8 To the extent permitted by Applicable Law, each Pledgor hereby waives all rights of the Uniform Commercial Code as in effect redemption, stay, valuation and appraisal which such Pledgor now has or may at any time in the State future have under any rule of New York law or its equivalent in other jurisdictionsstatute now existing or hereafter enacted.

Remedies Upon Default. (A) Upon the occurrence and during the continuance of an Event of DefaultDefault (as such term is defined in the Purchase Agreement) the Collateral Agent may exercise all rights of a secured party under the Uniform Commercial Code and other applicable law (including the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction) and, subject to applicable regulatory and legal requirementsin addition, the Collateral Agent 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 thereof, of the Collateral into the name of Collateral Agent or its nominee(s); (ii) sell the Collateral or any part thereof at public or private sale or at any a broker's board or on any a securities exchange; or (iii) sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery delivery, and at such price or prices as the Collateral Agent shall may deem appropriatesatisfactory. The Collateral Agent shall may be authorized the purchaser of any or all of the Collateral 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 Grantor will execute and deliver such documents and take such other action as the Collateral Agent 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 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 PledgorGrantor which may be waived, andand the Grantor, 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 Grantor 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 9-504(3) 612 of the Uniform Commercial Code (or any successor provision from time to time in effect) except that shorter or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in effect in the State value or is of New York or its equivalent in other jurisdictionsa type customarily sold on a recognized market. The notice (if any) of the Collateral Agent's intention to make any such sale of such Pledgor's Collateral. Such notice, shall (1) 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 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 may (in its sole and absolute discretion) determine. The Collateral Agent 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 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 until the sale selling price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent 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 . (orB) The Collateral Agent, 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 instead 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 security interests and to sell the Collateral Collateral, or any portion thereof pursuant to thereof, under a judgment or decree of a court or courts having of competent jurisdiction jurisdiction. The Grantor does by these presents consent, agree and stipulate that upon the occurrence of an Event of Default it shall be lawful for the Collateral Agent, and the Grantor does hereby authorize the Collateral Agent, to cause all and singular the Collateral to be seized and sold under executory or pursuant ordinary process, at the Collateral Agent's sole option, without appraisement, appraisement being hereby expressly waived, as an entirety or in parcels as the Collateral Agent may determine, to the highest bidder, and otherwise exercise the rights, powers and remedies afforded herein and under applicable New York law. (C) The Grantor recognizes that the Collateral Agent may be unable to effect a public sale of all or part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws but may be compelled to resort to one or more private sales to a proceeding by restricted group of purchasers who will be obligated to agree, among other things, to acquire all or a court-appointed receiver. Any sale pursuant part of the Collateral for their own account, for investment, and not with a view to the provisions distribution or resale thereof. If the Collateral Agent deems it advisable to do so for the foregoing or for other reasons, the Collateral Agent is authorized to limit the prospective bidders on or purchasers of this Section 6 any of the Collateral to such a restricted group of purchasers and may cause to be placed on certificates for any or all of the Collateral a legend to the effect that such security has not been registered under the Securities Act of 1933, as amended, and may not be disposed of in violation of the provision of said act, and to impose such other limitations or conditions in connection with any such sale as the Collateral Agent deems necessary or advisable in order to comply with said act or any other securities or other laws. The Grantor acknowledges and agrees that any private sale so made may be at prices and on other terms less favorable to the seller than if such Collateral were sold at public sale and that the Collateral Agent has no obligation to delay the sale of such Collateral for the period of time necessary to permit the registration of such Collateral for public sale under any securities laws. The Grantor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to conform have been made in a commercially reasonable manner. If any consent, approval, or authorization of any federal, state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Collateral, or any partial sale or other disposition of the Collateral, the Grantor will execute all applications and other instruments as may be required in connection with securing any such consent, approval or authorization and will otherwise use its best efforts to secure same. In addition, if the Collateral is disposed of pursuant to Rule 144, the Grantor agrees to complete and execute a Form 144, or comparable successor form, at the Collateral Agent's request; and the Grantor agrees to provide any material adverse information in regard to the commercially reasonable standards as provided in Section 9-504(3) current and prospective operations of any corporation whose stock constitutes all or a portion of the Uniform Commercial Code as Collateral of which the Grantor has knowledge and which has not been publicly disclosed, and the Grantor hereby acknowledges that the Grantor's failure to provide such information may result in effect in criminal and/or civil liability. (D) In addition, to the State extent permitted by applicable law, the Grantor hereby unconditionally and irrevocably authorizes and instructs CCBM, upon the occurrence and continuance of New York or its equivalent in other jurisdictionsan Event of Default, to transfer record ownership of the Collateral to the Holders. Notice of said occurrence and continuance of an Event of Default to CCBM shall be the issuance of a written notification thereof by the Collateral Agent to CCBM.

Remedies Upon Default. (a) 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 Securities 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 Securities 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 Securities 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. . (b) 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 jurisdictionsjurisdictions (the "UCC")) of the Collateral Agent's intention to make any sale of such Pledgor's Securities 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 Securities 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 Securities 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 Securities Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Securities 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 Securities Collateral is made on credit or for future delivery, the Securities 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 Securities Collateral so sold and, in case of any such failure, such Securities 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 Securities 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 Securities 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 Securities 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 Securities Collateral and to sell the Securities 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(3611 of the UCC. (c) Notwithstanding anything to the contrary in this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Securities Collateral by the Collateral Agent shall, to the extent required, be in conformance with Sections 214 and 310(d) of the Uniform Commercial Code Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and only to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC or any PUC. (d) If an Event of Default shall have occurred and be continuing, each Pledgor shall take any action which the Collateral Agent may reasonably request in effect order to transfer or assign, or both, to the Collateral Agent, or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing, any Pledged Securities, subject to the prior approval of the FCC or any PUC, if required. The Collateral Agent is empowered, to the extent permitted by applicable Requirements of Law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by Secured Party to seek from the FCC or any PUC consent to an involuntary transfer of control of the Pledgors or assignment, or both, of the Pledged Securities. Each Pledgor hereby agrees to authorize such an involuntary transfer of control or assignment, or both, upon the request of the receiver so appointed and, if any Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to use its best efforts to assist in obtaining approval of the State FCC or any PUC and any other state regulatory bodies, if required, for any action or transactions contemplated by this Agreement, including, without limitation, the preparation, execution and filing with the FCC or any PUC and any other state regulatory bodies of New York the assignor's or its equivalent transferor's portion of any application or applications for consent to the assignment of any Securities Collateral or other authorization or transfer of control necessary or appropriate under the rules and regulations of the FCC or PUC or any other state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Securities Collateral, together with any FCC or PUC license, permit, certificate or other authorization. (e) Each Pledgor acknowledges that the assignment or transfer of the Securities Collateral is integral to Secured Parties ability to realize the value of the Collateral, that there is no adequate remedy at law for failure by any Pledgor to comply with the provisions of this Section 6 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of the Collateral Agent to seek and obtain specific performance of other jurisdictionsobligations of the Pledgors contained in this Agreement, that the agreements contained in this Section 6 may be specifically enforced.

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 Securities 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 ; provided that any disposition of Securities Collateral Agent shall by private sale be authorized at any such sale (if it deems it advisable deemed 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 have been made in 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 soldcommercially reasonable manner. 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 daysten (10) Business 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 jurisdictionsjurisdictions (the "UCC")) of the Collateral Agent's intention to make any sale or other disposition of such Pledgor's Securities 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 Securities 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 Securities 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 Securities Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Securities 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 Securities Collateral is made on credit or for future delivery, the Securities 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 Securities Collateral so sold and, in case of any such failure, such Securities 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 Securities 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 Securities 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 Securities 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 Securities Collateral and to sell the Securities 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 UCC or its equivalent in other jurisdictions, as applicable.

Remedies Upon Default. Upon Subject to Section 6, 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 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 payment on account thereof by using any claim Revolving Credit 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 Revolving Credit 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 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, the Administrative Agent, any Lender or any other Secured Party 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 the account thereof by using any claim for moneys then due and payable to it from such Pledgor the Administrative Agent, the Lenders and any other Secured Party by any Transaction 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 this Section 10 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 each of the Administrative Agent, the Lenders and any other Secured Party 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 Administrative Agent, the Lenders and any other Secured Party 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 Interests 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 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 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 Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral 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 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 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 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 Agent may (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, 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 shall 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 or sales made pursuant to this Section 64.5, the Collateral Agent or any other Secured Party 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 the account thereof by using any claim for moneys then due and payable to it from such Pledgor the Collateral Agent or any other Secured Party by any Credit Party as a credit against the purchase price, ; and it maythe Collateral 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 Collateral 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, and shall not be chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. The Collateral 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 Collateral Agent in this Section 4 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 Collateral Agent's rights and remedies hereunder and under law. Each Pledgor hereby agrees (bi) it will indemnify and hold each of the Collateral Agent and any other Secured Party 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 Collateral Agent pursuant to this 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 Collateral 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 Collateral Agent and (ii) 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 other Secured Party 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 Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this 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.