Common use of Remedies Upon Event of Default Clause in Contracts

Remedies Upon Event of Default. If any Event of Default will have occurred and be continuing, Collateral Agent may exercise all the rights and remedies of a Secured Party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, 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, and at such price or prices as Collateral Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may determine. Collateral Agent will not be obligated to make such sale pursuant to any such notice. 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral the Administrative Agent may exercise on behalf of itself and the Lenders all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash, if any, in the Collateral Account and investments made with amounts on deposit in the Collateral Account, and apply the such monies, investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 10 hereof and (ii) if there will shall be no such monies, investments or cash or if such monies, investments or cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Administrative Agent may deem satisfactory. Collateral The Administrative Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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 quotationsquotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Each Grantor will execute and deliver such documents and take such other action as the Administrative Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral the Administrative Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldsold (without warranty). Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorany Grantor. Debtor, to To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of such sale shall be given to the applicable Grantor ten (10) days prior to such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Administrative Agent may determine. Collateral The Administrative Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Administrative Agent until the selling price is paid by the purchaser thereof, but Collateral the Administrative Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable for any deficiency.

Remedies Upon Event of Default. If any Event of Default will have has occurred and be is continuing, Collateral Agent the Indenture Trustee may exercise on behalf of the Holders of the Notes all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) applicable law and, in addition, Collateral Agent the Indenture Trustee may, without being required to give any notice, except as herein provided in the Indenture or as may be required by mandatory provisions of law, (i) apply the all cash, if any, then held by it as all or part of the Collateral in the manner as specified in Section 8, 5.3 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Obligations in full, sell the Collateral, Collateral (including each applicable Funding Agreement) or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Indenture Trustee may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Any Holder may be 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 Trust will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Indenture Trustee deems 75 necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral Agent will the Indenture Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Trust which may be waived, and the Trust, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule law. The notice (if any) of law such sale shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or statute now existing times within ordinary business hours and at such place or hereafter adoptedplaces as the Indenture Trustee may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Indenture Trustee may determine. Collateral Agent will The Indenture Trustee shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Indenture 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Indenture Trustee until the selling price is paid by the purchaser thereof, but Collateral Agent will the Indenture Trustee shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Indenture Trustee, instead of exercising the power of sale herein conferred upon itit in the Indenture, may proceed by a suit or suits at law or in equity to foreclose the security interests a Security Interest and sell the any Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have occurred or a Trigger Event shall occur and be continuing, the Collateral Agent may exercise exercise, in addition to all other rights and remedies granted to the Collateral Agent in this Agreement and in any other Project Document or other instrument or agreement securing, evidencing or relating thereto, all rights and remedies of a Secured Party secured party under the Purchase Code and shall have all rights now or hereafter existing under all other applicable Laws. No enumeration of rights in this Section 11 or elsewhere in this Security Agreement and or in any other Project Document or other agreement shall be deemed to in any way limit the UCC (whether or not rights of the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent mayas described in this Section. Without limiting the generality of the foregoing, without being required to give the Grantor expressly agrees that in any notice, except as herein provided or as such event the Collateral may be required by mandatory provisions sold or otherwise disposed of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash one or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, more parcels at one or any part thereof, at more public or private sale sales conducted by any officer or agent of, or auctioneer or attorney for, the Collateral Agent, at any exchange or broker's board or at any broker’s board the Collateral Agent's place of business or on any securities exchangeelsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms as the Collateral Agent may shall, in its sole discretion, deem satisfactorycommercially reasonable. The Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be the purchaser of any or all of the Collateral so sold at any a 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) and thereafter hold the same, absolutely, same absolutely free from any right or claim of whatsoever kind. The Collateral Agent may, in its sole discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof (including the Collateral Agent or any Secured Party) the Collateral so sold. Each purchaser (including the Collateral Agent or any Secured Party) at any such sale will shall hold the Collateral so sold absolutely, absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Grantor, and the Grantor hereby specifically waives, to the full extent permitted by lawit may lawfully do so, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The Collateral Agent shall give the Grantor at least ten (10) days' written notice (which the Grantor agrees is reasonable notification within the meaning of Section 9-504(c) of the Code) of any such public or private sale. Such notice shall state the time and place fixed for any public sale and the time after which any private sale is to be made. Any such public sale shall be held at such time or times within ordinary business hours as the Collateral Agent shall fix in the notice of such sale. At any such sale sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as . The Collateral Agent may determine. Collateral Agent will shall not be obligated to make such any sale pursuant to any such notice. 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, such sale and any such sale may be made at any time or place to which the same may be adjournedso adjourned without further notice or publication. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the full selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold sold, and, in case of any such failure, such Collateral may again be sold upon like noticepursuant to the provisions hereof. Collateral Agent, instead In the payment of exercising the power purchase price of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Obligations and any such purchaser may deliver notes, claims for interest or any portion thereofclaims for other payment with respect to such Obligations in lieu of cash up to the amount which would, under a judgment or decree upon distribution of a court or courts the net proceeds of competent jurisdictionsuch sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, the Collateral Agent may exercise on behalf of the Lenders all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies 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, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 8 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may deem satisfactory. The Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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) ). Each Grantor will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Collateral Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorany Grantor which may be waived, and each Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 5 shall (1) in the case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any an Event of Default will shall have occurred and be continuing, Collateral Agent the Lender may exercise sell or otherwise dispose of all the rights and remedies of a Secured Party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, or any part thereofof the Collateral, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices delivery as Collateral Agent may the Lender shall deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldappropriate. Each such purchaser at any such sale will shall hold the Collateral so property sold absolutely, free from any claim or right on the part of whatsoever kindany Grantor, including any equity or right of redemption of Debtor. Debtor, and such Grantor hereby waives (to the extent permitted by law, hereby specifically waives ) all rights of redemption, stay or and appraisal which it such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter adoptedenacted. The Lender shall give the Grantors 10 days’ written notice (which the Grantors agree is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code as in effect in New York) of the Lender’s intention to make any sale of 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 Lender may fix and state in the notice (if any) of such sale. At any such sale sale, the Collateral Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Lender may (in its sole and absolute discretion) determine. Collateral Agent will The Lender shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such sale pursuant to any such noticeCollateral shall have been given. Collateral Agent The Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may may, without further notice, be made at any the time or and place to which the same may be was 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 Collateral Agent the Lender until the selling sale price is paid by the purchaser or purchasers thereof, but Collateral Agent will the Lender shall not incur any liability in case of the failure of 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 again be sold again upon like notice. At any public sale made pursuant to this Section 7, the Lender may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), with respect to the Collateral Agentor any part thereof offered for sale and the Lender may make payment on account thereof by using any claim then due and payable to the Lender from any Grantor as a credit against the purchase price, instead and the Lender may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Lender shall be free to carry out such sale and purchase pursuant to such agreement, and such Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Lender shall have entered into such an agreement all defaults under the LSA shall have been remedied and the Obligations paid in full. The Grantors shall remain liable for any deficiency. As an alternative to exercising the power of sale herein conferred upon it, the Lender may proceed by a suit or suits at law or in equity to foreclose the security interests this Pledge Agreement and to sell the Collateral, Collateral or any portion thereof, under thereof pursuant to a judgment or decree of a court or courts of having competent jurisdictionjurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Event of Default. If (a) In addition to any right or remedy that the Pledgee may have under the Note, any other loan documents or otherwise under applicable law, if an Event of Default will shall have occurred and be continuing, Collateral Agent the Pledgee may exercise any and all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is Uniform Commercial Code as in effect in any applicable jurisdiction (the jurisdiction where such rights "Code") and remedies are exercised) andmay otherwise sell, in additionassign, Collateral Agent maytransfer, without being required endorse and deliver the whole or, from time to give any noticetime, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, 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 other property, for immediate or future delivery, and at for such price or prices and on such terms as Collateral Agent may the Pledgee in its discretion shall deem satisfactoryappropriate. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to The Pledgee shall be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be the purchaser of any or all of the Collateral so sold authorized at any public sale (or, 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 is for their own account in compliance with the Securities Act and upon consummation of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will the Pledgee shall have the right to deliverassign, assign transfer, endorse and transfer deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each purchaser at any such sale will of Pledged Collateral shall take and hold the Collateral so property sold absolutely, absolutely free from any claim or right on the part of whatsoever kindthe Pledgor, including any equity or right of redemption of Debtor. Debtor, and the Pledgor hereby waives (to the fullest extent permitted by applicable law, hereby specifically waives ) all rights of redemption, stay or and/or appraisal which it the Pledgor now has or may at any time in the future have under any rule of applicable law or statute now existing or hereafter adoptedenacted. The Pledgor agrees that, to the extent notice of sale shall be required by applicable law, at least ten days' prior written notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification, but notice given in any other reasonable manner or at any other reasonable time shall constitute reasonable notification. Such notice, in case of public sale, shall state the time and place for such sale, and, in the case of sale on a securities exchange, shall state the exchange on which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such 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 Pledgee may fix and shall state in the notice or publication (if any) of such sale. At any such sale sale, the Collateral Pledged Collateral, or portion thereof to be sold, may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Pledgee may determinedetermine in its sole and absolute discretion. Collateral Agent will The Pledgee shall not be obligated to make such any sale pursuant of the Pledged Collateral if it shall determine not to any such noticedo so regardless of the fact that notice of sale of the Pledged Collateral may have been given. Collateral Agent The 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 the sale, and such sale may may, without further notice, be made at any the time or and place to which the same may be was so adjourned. In case of any the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by Collateral Agent the Pledgee until the selling sale price is paid by the purchaser or purchasers thereof, but Collateral Agent will the Pledgee shall not incur any liability to the Pledgor in case of the failure of 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 again be sold again upon like notice. At any public sale made pursuant to this Agreement, the Pledgee, to the extent permitted by applicable law, may bid for or purchase, free from any right of redemption, stay and/or appraisal on the part of the Pledgor (all said rights being also hereby waived and released to the extent permitted by applicable law), any part of or all the Pledged Collateral Agentoffered for sale and may make payment on account thereof by using any claim then due and payable to the Pledgee from the Pledgor as a credit against the purchase price, instead of exercising and the power Pledgee may, upon compliance with the terms of sale herein conferred upon itand to the extent permitted by applicable law, may proceed by hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a suit written agreement to purchase all or suits at law or in equity any part of the Pledged Collateral shall be treated as a sale thereof; the Pledgee shall be free to foreclose carry out such sale pursuant to such agreement and the security interests and sell Pledgor shall not be entitled to the return of any Pledged Collateral, or subject thereto, notwithstanding the fact that after the Pledgee shall have entered into such an agreement the Secured Obligations may have been paid in full as herein provided. The Pledgor hereby waives any portion thereof, under a judgment or decree right to require any marshaling of a court or courts of competent jurisdictionassets and any similar right.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, Collateral Agent the Trustee 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 provided a secured party upon the default of a Secured Party debtor under the Purchase Agreement Uniform Commercial Code at that time, and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent mayTrustee may also, without being required to give any notice, notice except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in fullbelow, sell the Collateral, Pledged 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 Trustee's offices or on any securities exchangeelsewhere, for cash, upon on credit or for future delivery, upon such terms as the Trustee may determine to be commercially reasonable, and at such price or prices as Collateral Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all the Trustee or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Securityholder may be the purchaser of any or all of the Pledged 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have The Company and the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. DebtorSubsidiary Guarantors each agree that, to the extent permitted notice of sale shall be required by law, hereby specifically waives all rights at least 10 days' notice to the Company and the Subsidiary Guarantors of redemption, stay the time and place of any public sale or appraisal the time after which it has or may have under any rule of law or statute now existing or hereafter adoptedprivate sale is to be made shall constitute reasonable notification. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may determine. Collateral Agent will The Trustee shall not be obligated to make such any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. Collateral Agent may, without notice or publication, The Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Trustee shall incur no liability as a result of the same sale of the Pledged Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner. The Company and the Subsidiary Guarantors each hereby waive any claims against the Trustee 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 the Trustee accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. The Company and the Subsidiary Guarantors recognize that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Trustee may be adjourned. In case of compelled, with respect to any sale of all or any part of the Collateral on credit Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribution or for future deliveryresale thereof. The Company and the Subsidiary Guarantors acknowledge and agree that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and, notwithstanding such circumstances, agree that any such sale shall be deemed to have been made in a commercially reasonable manner. The Trustee shall be under no obligation to delay the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur sale of any liability in case of the failure of such purchaser to take up and pay Pledged Collateral for the Collateral so sold and, in case period of any time necessary to permit the Company and the Subsidiary Guarantors to register such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising securities for public sale under the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the CollateralSecurities Act, or any portion thereofunder applicable state securities laws, under a judgment even if the Subsidiary Guarantors or decree of a court or courts of competent jurisdictionthe Company would agree to do so.

Remedies Upon Event of Default. If any Upon the occurrence and during the continuance of an Event of Default will have occurred and be continuingDefault, each Grantor agrees to deliver each item of Collateral to the Collateral Agent may exercise on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the rights following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the security interest granted pursuant to this Agreement to become an assignment, transfer and remedies conveyance of a Secured Party under any of or all such Article 9 Collateral by the Purchase Agreement applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, any such Article 9 Collateral throughout the world on such terms and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, without being required to give any notice, except conditions as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified set forth in Section 84.02 (other than in violation of any then‑existing licensing arrangements to the extent that waivers cannot be obtained), and (iib) if there will with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be no such cash located for the purpose of taking possession of or if such cash will be insufficient removing the Article 9 Collateral and, generally, to pay exercise any and all rights afforded to a secured party under the obligations in fullUCC or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the 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, and at such price or prices delivery as the Collateral Agent may shall deem satisfactoryappropriate. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each Any purchaser at any such sale will of Collateral shall hold the Collateral so property sold absolutely, absolutely free from any claim or right on the part of whatsoever kindany Grantor, including any equity or right of redemption of Debtor. Debtor, and each Grantor hereby waives (to the extent permitted by law, hereby specifically waives ) all rights of redemption, stay or and appraisal which it 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 adoptedenacted. The Collateral Agent shall give the applicable Grantors 10 days’ prior written notice (which each Grantor agrees is reasonable notice under the applicable provisions of the UCC) of the Collateral Agent’s intention to make any sale of 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 sale, the Collateral 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 will shall not be obligated to make any sale of any Collateral if it shall determine not to do so, notwithstanding that notice of sale of such sale pursuant to any such noticeCollateral 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 the sale, and such sale may may, without further notice, be made at any the time or and place to which the same may be was 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 selling sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent will and the other Secured Parties shall not incur any liability in case of the failure of 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 again be sold again upon like notice. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any other Secured Party, to the maximum extent permitted by applicable law, may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, instead as agent for and representative of the Secured Parties, 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 Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement, all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose the security interests this Agreement and to sell the Collateral, Collateral or any portion thereof, under 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 competent jurisdictionthis Section 4.01 shall be deemed to conform to commercially reasonable standards as provided in the UCC.

Remedies Upon Event of Default. If any Event of Default will have has occurred and be is continuing, Collateral Agent the Funding Note Indenture Trustee may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) applicable law and, in addition, Collateral Agent the Funding Note Indenture Trustee may, without being required to give any notice, except as herein provided in the Funding Note Indenture or as may be required by mandatory provisions of law, (i) apply the all cash, if any, then held by it as all or part of the Collateral in the manner as specified in Section 8, 5.3 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Obligations in full, sell the Collateral, Collateral (including each applicable Funding Agreement) or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Funding Note Indenture Trustee may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Any Holder may be 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) ). Global Funding will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Funding Note Indenture Trustee deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral Agent will the Funding Note Indenture Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. DebtorGlobal Funding which may be waived, and Global Funding, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule law. The notice (if any) of law such sale shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or statute now existing times within ordinary business hours and at such place or hereafter adoptedplaces as the Funding Note Indenture Trustee may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Funding Note Indenture Trustee may determine. Collateral Agent will The Funding Note Indenture Trustee shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Funding Note Indenture 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Funding Note Indenture Trustee until the selling price is paid by the purchaser thereof, but Collateral Agent will the Funding Note Indenture Trustee shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Funding Note Indenture Trustee, instead of exercising the power of sale herein conferred upon itit in the Funding Note Indenture, may proceed by a suit or suits at law or in equity to foreclose the security interests a Security Interest and sell the any Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Upon the occurrence and during the continuance of an Event of Default will have occurred and be continuingDefault, each Grantor agrees to deliver each item of Collateral to the Collateral Agent may exercise all on demand. Each Grantor agrees that the rights and remedies of a Secured Party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent mayshall have the right, without being required subject to give any notice, except as herein provided or as may be required by the mandatory provisions requirements of applicable law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash to sell or if such cash will be insufficient to pay otherwise dispose of all the obligations in full, sell the Collateral, 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, and at such price or prices delivery as the Collateral Agent may shall deem satisfactoryappropriate. The Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent shall be authorized at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale of securities (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 will shall have the right to deliverassign, assign transfer and transfer deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale will of Collateral shall hold the Collateral so property sold absolutely, free from any claim or right on the part of whatsoever kindany Grantor, including any equity or right of redemption of Debtor. Debtor, and each Grantor hereby waives (to the extent permitted by law, hereby specifically waives ) all rights of redemption, stay or and appraisal which it such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter adoptedenacted. The Collateral Agent shall give the relevant Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of 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 sale, the Collateral 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 will 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 sale pursuant to any such noticeCollateral 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 the sale, and such sale may may, without further notice, be made at any the time or and place to which the same may be was 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 selling sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent will shall not incur any liability in case of the failure of 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 again be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral Agentor any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, instead and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the 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 the security interests this Agreement and to sell the Collateral, Collateral or any portion thereof, under 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 competent jurisdictionthis Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, Collateral the Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Agent may, without being required to give any notice, except as herein or in the Credit Agreement or any other Financing Document provided or as may be required by mandatory provisions of law, (i) withdraw all cash and Liquid Investments in the Collateral Accounts and apply the such cash and Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such cash or Liquid Investments or if such cash will and Liquid Investments shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Agent may deem satisfactory. Collateral The Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be 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) ). Each Pledgor will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral the Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorany Pledgor which may be waived, and each Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 6 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may determine. Collateral The Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Agent until the selling price is paid by the purchaser thereof, but Collateral the Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Banks all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC is in effect in the jurisdiction where such rights and remedies 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, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, 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, and at such price or prices as the Collateral Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Any Bank may be 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 Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Collateral to a limited number of sophisticated investors who will represent and thereafter hold agree that they are purchasing for their own account for investment and not with a view to the samedistribution or sale of any of such Collateral, absolutely, free from and (ii) to impose such other limitations or conditions in connection with any right such sale as the Collateral Agent reasonably deems necessary or claim advisable in order to comply with the Securities Act of whatsoever kind1933 or any other law. Each Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent reasonably deems necessary or advisable in order that any such sale of its Collateral may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorany Pledgor which may be waived, and each Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it such Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 5 shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker's board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. All remedies of the Collateral Agent hereunder shall be exercised by it in a commercially reasonable manner.

Remedies Upon Event of Default. (a) If any Event of Default will shall have occurred and be continuing, Collateral Agent the Secured Party may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC Uniform Commercial Code is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8Collateral, and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in fullfull then, after ten (10) days written notice by the Secured Party to the Debtors of acceleration of the Secured Obligations, 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, and at such price or prices as Collateral Agent may the Secured Party shall deem satisfactory. Collateral Agent The Secured Party may require Debtor the Debtors to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent the Secured Party which is reasonably convenient. Collateral Agent and any Secured Party Any holder of an Obligation may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorthe Debtors. DebtorThe Secured Party shall give the Debtors ten (10) days’ prior written notice of its intention to make any such public or private sale or sale at a broker’s board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the extent permitted by lawday on which the Collateral, hereby specifically waives all rights or the portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adoptedsuch sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will have has occurred and be is continuing, Collateral Agent the Indenture Trustee may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) applicable law and, in addition, Collateral Agent the Indenture Trustee may, without being required to give any notice, except as herein provided in the Indenture or as may be required by mandatory provisions of law, (i) apply the all cash, if any, then held by it as all or part of the Collateral in the manner as specified in Section 8, 5.3 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Obligations in full, sell the Collateral, Collateral (including each applicable Funding Agreement) or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Indenture Trustee may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Any Holder may be 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 Trust will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Indenture Trustee deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral Agent will the Indenture Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Trust which may be waived, and the Trust, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule law. The notice (if any) of law such sale shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or statute now existing times within ordinary business hours and at such place or hereafter adoptedplaces as the Indenture Trustee may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Indenture Trustee may determine. Collateral Agent will The Indenture Trustee shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Indenture 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Indenture Trustee until the selling price is paid by the purchaser thereof, but Collateral Agent will the Indenture Trustee shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Indenture Trustee, instead of exercising the power of sale herein conferred upon itit in the Indenture, may proceed by a suit or suits at law or in equity to foreclose the security interests a Security Interest and sell the any Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any an Event of Default will shall have occurred and be continuing, the Collateral Agent Agent, may without notice to the Pledgor, exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it (whether in equity or in law), all of the rights and remedies available to it, all rights and remedies of a Secured Party secured party on default under Article 9 of the Purchase Agreement Uniform Commercial Code, and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, may without being required to give any notice, notice except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in fullbelow, sell the Collateral, 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, and at delivery or upon such price or prices other terms as the Collateral Agent may deem satisfactory. reasonably believe are commercially reasonable without assumption of any credit risk, with the right of the Collateral Agent may require Debtor to assemble purchase all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be the purchaser of any or all of the Collateral so sold at any such sale or sales, 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) and thereafter hold the same, absolutelyprivate, free from of any equity or right of redemption in the Pledgor, which right of equity is, to the extent permitted by applicable law, hereby expressly waived or claim of whatsoever kindreleased by the Pledgor. Upon 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 will shall have the right to deliverassign, assign transfer and transfer deliver to the purchaser or purchasers thereof the Collateral so sold. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. Each such purchaser at any such sale will (including the Collateral Agent) shall hold the Collateral so property sold absolutely, free from any claim or right on the part of whatsoever kindthe Pledgor, including any equity or right of redemption of Debtor. Debtor, and the Pledgor hereby waives (to the extent permitted by law, hereby specifically waives ) all rights of redemption, stay or and appraisal which it the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter adoptedenacted. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten Business Days' prior written notice of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code. 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 sale, the Collateral 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 may, in its sole and absolute discretion, determine. The Collateral Agent will 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 sale pursuant to any such noticeCollateral 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 the sale, and such sale may may, without further notice, be made at any the time or and place to which the same may be was 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 selling sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent will shall not incur any liability in case of the failure of 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 again be sold again upon like notice. At any public sale made pursuant to this Section 6, the Collateral AgentAgent or any other Secured Party may bid for or purchase, instead free (to the extent permitted by law) from any equity or right of redemption, stay or appraisal on the part of the Pledgor (all said rights being also hereby expressly waived and released 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 the Collateral Agent or any other Secured Party from the Pledgor as a credit against the purchase price, and the Secured Parties may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement, and the Pledgor shall 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 Pledgor 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 security interests Collateral pursuant to this Pledge Agreement and to sell the Collateral, Collateral or any portion thereof, under 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. All of competent jurisdictionthe rights and remedies granted to the Collateral Agent, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Collateral Agent may deem expedient.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, Collateral the Administrative Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (to the extent permitted by law, whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash and Liquid Investments in the Collateral Account and apply the such monies, Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such monies, Liquid Investments or cash or if such monies, Liquid Investments or cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Administrative Agent may deem satisfactorysatisfactory so long as the sale is conducted in a commercially reasonable manner. Collateral The Administrative Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Company will execute and deliver such documents and take such other action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral the Administrative Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Company which may be waived, and the Company, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 6 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Administrative Agent may determine. Collateral The Administrative Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Administrative Agent until the selling price is paid by the purchaser thereof, but Collateral the Administrative Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC is in effect in the jurisdiction where such rights and remedies 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, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 6 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, 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, and at such price or prices as the Collateral Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Any Secured Party may be 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 Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Notes to a limited number of sophisticated investors who will represent and thereafter hold agree that they are purchasing for their own account for investment and not with a view to the samedistribution or sale of any such Pledged Notes, absolutely(ii) to cause to be placed on any or all of the Pledged Notes or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, free from and (iii) to impose such other limitations or conditions in connection with any right such sale as the Collateral Agent deems necessary or claim advisable in order to comply with said Act or any other law. Each of whatsoever kindthe Pledgors covenants and agrees that it 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 may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral collateral so sold absolutely, absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe relevant Pledgor which may be waived, and the relevant Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 7 shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker's board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any an Event of Default will shall have occurred and be continuing, Collateral the Agent may exercise sell or otherwise dispose of all the rights and remedies of a Secured Party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, 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, and at such price or prices delivery as Collateral the Agent may shall deem satisfactoryappropriate. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any Any such sale Collateral Agent will have the right to deliver, assign or disposition shall be conducted and transfer shall conform to the purchaser thereof standards of commercial reasonableness as provided in the Collateral so soldUniform Commercial Code as in effect in the State of New York to the extent applicable to such sale or disposition. Each such purchaser at any such sale will shall hold the Collateral so property sold absolutely, free from any claim or right on the part of whatsoever kindthe Grantor, including any equity or right of redemption of Debtor. Debtor, and the Grantor hereby waives (to the extent permitted by applicable law, hereby specifically waives ) all rights of redemption, stay or and appraisal which it the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter adoptedenacted. The Agent shall give the Grantor 10 days' written notice (which the Grantor agrees is reasonable notice within the meaning of the Uniform Commercial Code as in effect in New York) of the Agent's intention to make any sale of 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 Agent may fix and state in the notice (if any) of such sale. At any such sale sale, the Collateral Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may (in its sole and absolute discretion) determine. Collateral The Agent will 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 sale pursuant to any such noticeCollateral shall have been given. Collateral The 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 may, without further notice, be made at any the time or and place to which the same may be was 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 Collateral the Agent until the selling sale price is paid by the purchaser or purchasers thereof, but Collateral the Agent will shall not incur any liability in case of the failure of 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 again be sold again upon like notice. At any public sale made pursuant to this Section 8, the Agent may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay or appraisal on the part of the Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), with respect to the Collateral Agentor any part thereof offered for sale and the Agent may make payment on account thereof by using any claim then due and payable to the Agent or any Lender from the Grantor as a credit against the purchase price, instead and the Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Agent shall be free to carry out such sale and purchase pursuant to such agreement, and the Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose the security interests this Agreement and to sell the Collateral, Collateral or any portion thereof, under thereof pursuant to a judgment or decree of a court or courts of having competent jurisdictionjurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Event of Default. (a) If any Event of Default will have under the Credit Agreement has occurred and be is continuing, the Collateral Agent may may, in accordance with the written instructions of the Required Lenders, exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies 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, (i) withdraw all cash and Liquid Investments in the Collateral Account and apply the such monies, Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such monies, Liquid Investments or cash or if such monies, Liquid Investments or cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may deem satisfactory. The Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Company 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 may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Company which may be waived, to and the Company, o the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 6 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may in accordance with the instructions of the Required Lenders proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Lender all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies 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, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 13 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, but only if an Acceleration Default has occurred and is continuing, sell the Collateral, Collateral or any part thereof, 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, and at such price or prices as the Collateral Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party The Lender may be 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 Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (A) to restrict the prospective bidders on or purchasers of any of the Pledged Stock to a limited number of sophisticated investors who will represent and thereafter hold agree that they are purchasing for their own account for investment and not with a view to the samedistribution or sale of any of such Pledged Stock, absolutely(B) to cause to be placed on certificates for any or all of the Pledged Stock or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the United States Securities Act of 1933, free from as amended, and may not be disposed of in violation of the provision of said Act, and (C) to impose such other limitations or conditions in connection with any right such sale as the Collateral Agent deems necessary or claim of whatsoever kindadvisable in order to comply with said Act or any other law. The Lien 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 may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Lien Grantor which may be waived, and the Lien Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 9 shall (1) in the case of a public sale, state the time and place fixed for such sale, (2) in the case of a sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral Agent the Bank may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Bank may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply sell any and all of the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Bank may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party The Bank may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Company will execute and deliver such documents and take such other action as the Bank deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral Agent will the Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorthe Company. DebtorThe Company, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by SECTION 5 hereof shall (i) in case of a public sale, state the time and place fixed for such sale, and (ii) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time(s) within ordinary business hours and at such places as the Bank may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Bank may determine. Collateral Agent will The Bank shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Bank until the selling price is paid by the purchaser thereof, but Collateral Agent will the Bank shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Bank, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will have occurred and be continuing, Collateral Agent Secured Party may exercise all the rights and remedies of a Secured Party under the Purchase this Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, 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, and at such price or prices as Collateral Agent Secured Party may deem satisfactory. Collateral Agent Secured Party may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent Secured Party at a place to be designated by Collateral Agent Secured Party which is reasonably convenient. Collateral Agent Secured Party and any Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent Secured Party will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent Secured Party may determine. Collateral Agent Secured Party will not be obligated to make such sale pursuant to any such notice. Collateral Agent Secured Party 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent Secured Party will not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentSecured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral the Administrative Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Administrative Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Any Secured Party may be 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) ). Each Obligor will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Administrative Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with applicable law. Upon any such sale Collateral the Administrative Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorany Obligor which may be waived, and each Obligor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 6 shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Administrative Agent may determine. Collateral The Administrative Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned, subject to the Administrative Agent giving the notice required to be given pursuant to Section 6. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Administrative Agent until the selling price is paid by the purchaser thereof, but Collateral the Administrative Agent will shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. Collateral The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will shall have occurred and be continuing, the Collateral Agent may exercise and the Holders shall have, in addition to all other rights given by law or by this Agreement, the Indenture or the Notes, all of the rights and remedies with respect to the Pledged Collateral of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is as in effect in the jurisdiction where such rights State of Minnesota at that time. If any Event Default shall have occurred and remedies are exercised) andbe continuing, in addition, the Collateral Agent may, without being required to give any noticenotice and at its option, except as herein provided transfer or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8register, and (ii) if there will the Company shall use its reasonable best efforts to cause to be no such cash or if such cash will be insufficient to pay all registered upon request therefor by the obligations in fullCollateral Agent, sell the Collateral, Pledged Collateral or any part thereofthereof on the books of Phar-Mor into the name of the Collateral Agent or the Collateral Agent's nominee(s), with or without any indication that such Pledged Collateral is subject to the security interest hereunder. In addition, with respect to any Pledged Collateral that shall then be in or shall thereafter come into the possession or custody of the Collateral Agent, the Collateral Agent may sell or cause the same to be sold at any broker's board or at public or private sale sale, in one or at any broker’s board more sales or on any securities exchangelots, for cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may deem satisfactorybest, for cash or on credit for future delivery, without assumption of any credit risk. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be the The purchaser of any or all of the Pledged 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) and shall thereafter hold the same, same absolutely, free from any claim, encumbrance or right of any kind whatsoever. Unless any of the Pledged Collateral threatens to decline speedily in value or claim is or becomes of whatsoever kind. Upon any such sale a type sold on a recognized market, the Collateral Agent will have give the right Company 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 deliverbe made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, assign and transfer insurance companies, commercial finance companies, or other financial institutions disposing of property similar to the purchaser thereof Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to the Collateral so soldCompany as provided below in Section 18.1, at least ten (10) days before the time of the sale or disposition. Each purchaser at any such Any other requirement of notice, demand or advertisement for sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtoris, to the extent permitted by law, hereby specifically waives all rights waived. The Collateral Agent or any of redemptionthe Holders may, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. At any such sale the Collateral may be sold in one lot as an entirety its own name or in separate parcelsthe name of a designee or nominee, as buy any of the Pledged Collateral Agent may determine. Collateral Agent will not be obligated to make such sale pursuant to any such notice. Collateral Agent may, without notice or publication, adjourn at any public or private sale or cause the same to be adjourned from time to time and, if permitted by announcement at the time and place fixed for the saleapplicable law, and such sale may be made at any time or place to which the same may be adjournedprivate sale. In case of any sale of all or any part All expenses (including court costs and customary fees and out-of-pocket disbursements of the Collateral on credit Agent's counsel, and, to the extent incurred in accordance with Section 14 hereof, investment banking firm or for future deliveryother selling agent and any other expert or agent) of, or incident to, the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur enforcement of any liability in case of the failure provisions hereof shall be recoverable from the proceeds of such purchaser to take up and pay for the Collateral so sold and, in case sale or other disposition of any such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have under the Credit Agreement has occurred and be is continuing, the Collateral Agent may may, in accordance with the written instructions of the Required Lenders, exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies 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, (i) withdraw all cash and Liquid Investments in the Collateral Account and apply the such monies, Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such monies, Liquid Investments or cash or if such monies, Liquid Investments or cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may deem satisfactory. The Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Company 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 may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Company which may be waived, and the Compan, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 6 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may in accordance with the instructions of the Required Lenders proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral the Agent may exercise on behalf of itself and the Lenders all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash, if any, in the Collateral Account and investments made with amounts on deposit in the Collateral Account, and apply the such monies, investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 10 hereof and (ii) if there will shall be no such monies, investments or cash or if such monies, investments or cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Agent may deem satisfactory. Collateral The Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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 quotationsquotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of the Grantor of whatsoever kind. The Grantor will execute and deliver such documents and take such other action as the Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral the Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldsold (without warranty). Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of the Grantor of whatsoever kind, including any equity or right of redemption of Debtorthe Grantor. Debtor, to To the extent permitted by law, the Grantor hereby specifically specifi cally waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of such sale shall be given to the applicable Grantor ten (10) days prior to such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which sale may be consummat ed. Any such 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may determine. Collateral The Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Agent until the selling price is paid by the purchaser thereof, but Collateral the Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantor shall remain liable for any deficiency.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral with the consent of the Required Lenders, the Administrative Agent may may, or upon the request of the Required Lenders, the Administrative Agent shall, exercise on behalf of itself and the Lenders all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) or any other Applicable Law and, in addition, Collateral with the consent of the Required Lenders, the Administrative Agent may, without being required to give any noticeor upon the request of the Required Lenders, except as herein provided or as may be required by mandatory provisions of law, the Administrative Agent shall (i) exercise all other rights and remedies granted to the Administrative Agent and/or the Lenders in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations and (ii) (A) withdraw all cash, if any, in the Collateral Account and investments made with amounts on deposit in the Collateral Account, and apply the such monies, investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 10 hereof and (iiB) if there will shall be no such monies, investments or cash or if such monies, investments or cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Administrative Agent may deem satisfactory. Collateral The Administrative Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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 quotationsquotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Each Grantor will execute and deliver such documents and take such other action as the Administrative Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral the Administrative Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. The Administrative Agent may disclaim any warranties of title, possession and quiet enjoyment in connection with any such sale. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorany Grantor. Debtor, to To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of such sale shall be given to the Grantors ten (10) days prior to such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Administrative Agent may determine. Collateral The Administrative Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Administrative Agent until the selling price is paid by the purchaser thereof, but Collateral the Administrative Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable for any deficiency.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, the Collateral Agent may exercise on behalf of itself, the Administrative Agent and the Lenders, upon the request of the Required Lenders, all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, the Collateral Agent may, upon the request of the Required Lenders, without being required to give any noticenotice to any Assignor, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash and Liquid Investments in the Collateral Accounts and apply the such cash and Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 5.04 and (ii) if there will shall be no such cash or Liquid Investments or if such cash will and Liquid Investments shall be insufficient to pay all the obligations Obligations in fullfull or cannot be so applied for any reason, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may deem satisfactory. The Collateral Agent, the Administrative Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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) and thereafter hold the same, same absolutely, free from any right or claim of whatsoever kind. The Assignors 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 may be made in compliance with law. Upon any such sale sale, the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldsold (without warranty). Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Assignors which may be waived, and the Assignors, to the extent permitted by law, hereby specifically waives waive all rights of redemption, stay or appraisal which it has they have or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 5.01 shall (i) in the case of a public sale, state the time and place fixed for such sale, and (ii) in the case of a private sale, state the day after which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be adjournedso adjourned without further notice. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Assignors shall remain jointly and severally liable for any deficiency.

Remedies Upon Event of Default. If any Event of Default will have occurred and be continuing, Collateral Agent may exercise all the rights and remedies of a Secured Party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Administrative Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all The Administrative Agent, any Lender, Infogrames U.S. or any part Affiliate of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party thereof may be 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 quotationsquotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Each Grantor will execute and deliver such documents and take such other action as the Administrative Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral the Administrative Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldsold (without warranty). Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorany Grantor. Debtor, to To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of such sale shall be given to the Grantors ten (10) Business Days prior to such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Administrative Agent may determine. Collateral The Administrative Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Administrative Agent until the selling price is paid by the purchaser thereof, but Collateral the Administrative Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable for any deficiency. relating to the Collateral and (iv) prior to the disposition of the Collateral, store or transfer such Collateral without charge in or by means of any storage or transportation facility owned or leased by such Grantor, process, repair or recondition such Collateral or otherwise prepare it for disposition in any manner and to the extent the Administrative Agent deems appropriate.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral Agent the Lender may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the applicable UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of lawLaw, (i) apply the cash, if any, then held by it as Collateral all amounts on deposit in the manner specified Cash Collateral Account in accordance with Section 812.5, and (ii) if there will be no such cash or if such cash will be insufficient succeed to pay all the obligations in fullBorrower's rights with respect to servicing under the Purchase Agreement, (iii) exercise its rights and remedies under any Lockbox Agreement and (iv) sell the Collateral, Collateral or any part thereof, thereof in any commercially reasonable manner at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Lender may deem satisfactory. Collateral Agent may require Debtor to assemble all The Borrower will execute and deliver such documents and take such other action as the Lender reasonably deems necessary or advisable in order that any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party such sale may be 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 made in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kindcompliance with Law. Upon any such sale Collateral Agent will sale, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Borrower which may be waived, and the Borrower, to the extent permitted by lawLaw, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute Law now existing or hereafter adopted. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may determine. Collateral Agent will not be obligated to make such sale pursuant to any such notice. 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If 6.1 Subject to compliance with applicable Nevada Gaming Laws, if any Event of Default will shall have occurred and be continuing, Collateral the Intercreditor Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a Secured Party secured party on default under the Purchase Agreement and the UCC (whether or not the UCC is in effect in applies to the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8affected Collateral), and also may (iia) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, 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 deliveryrequire Debtors to, and Debtors hereby agree that they will at such price or prices as Collateral their expense and upon request of the Intercreditor Agent may deem satisfactory. Collateral Agent may require Debtor to forthwith, assemble all or any part of the Collateral as directed by the Intercreditor Agent and make it available to Collateral the Intercreditor Agent at a place to be designated by Collateral the Intercreditor Agent which that is reasonably convenient. convenient to both parties, (b) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (c) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Intercreditor Agent deems appropriate, (d) take possession of Debtors' premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of Debtors' equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (c) and collecting any Obligation, and (e) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Intercreditor Agent's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Intercreditor Agent may deem commercially reasonable. The Intercreditor Agent or any of the Secured Party Parties or Interest Rate Exchanger may be the purchaser of any or all of the Collateral so at any such sale and the Intercreditor Agent as agent for and representative of the Secured Parties and Interest Rate Exchangers 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 (orsale, if to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral is of a type customarily sold in a recognized market or is of a type which is payable by the subject of widely distributed standard price quotations, Intercreditor Agent at any private such sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so property sold absolutely, absolutely free from any claim or right on the part of whatsoever kindDebtors, including any equity or right of redemption of Debtor. Debtor, and Debtors hereby waive (to the extent permitted by applicable law, hereby specifically waives ) all rights of redemption, stay or and/or appraisal which it has they now have or may at any time in the future have under any rule of law or statute now existing or hereafter adoptedenacted. At Debtors agree that, to the extent notice of sale shall be required by law, at least ten days' notice to Debtors of the time and place of any such public sale or the Collateral may time after which any private sale is to be sold in one lot as an entirety or in separate parcels, as Collateral made shall constitute reasonable notification. The Intercreditor Agent may determine. Collateral Agent will shall not be obligated to make such any sale pursuant to any such noticeof Collateral regardless of notice of sale having been given. Collateral The Intercreditor 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 the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the same may be it was so adjourned. In case Debtors hereby waive any claims against the Intercreditor Agent 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 Intercreditor Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale of all or any part other disposition of the Collateral on credit are insufficient to pay all the Obligations, Debtors shall be liable for the deficiency and the reasonable fees of any attorneys employed by the Intercreditor Agent to collect such deficiency. Upon written demand from the Intercreditor Agent, each Debtor shall execute and deliver to the Intercreditor Agent an assignment or for future deliveryassignments of the Patents, Copyrights, and Marks and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. Each Debtor agrees that such an assignment and/or recording shall be applied to reduce the Obligations outstanding only to the extent that the Intercreditor Agent receives cash proceeds in respect of the sale of, or other realization upon, the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, the Collateral Agent may at the direction of the Required Banks, exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or or, if the Uniform Commercial Code is not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) , the UCC as in effect in the State of New York to the extent not prohibited by the laws of such jurisdiction), and, in addition, the Collateral Agent may, at the direction of the Required Banks, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash and Liquid Investments in the Collateral Account and the Insurance Account and apply the such cash and Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 11 and (ii) if there will shall be no such cash or Liquid Investments or if such cash will and Liquid Investments shall be insufficient to pay all the obligations Secured Obligations in full, sell the CollateralCollateral (subject to any applicable laws, rules, regulations and orders) or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may reasonably deem satisfactory. The Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be the purchaser of any or all of the Collateral (subject to any applicable laws, rules, regulations and orders) 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 Debtor will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Collateral Agent reasonably deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldsold (subject to any applicable laws, rules, regulations and orders). Each purchaser at any such sale will shall (subject to any applicable laws, rules, regulations 12 14 and orders) hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. the Debtor which may be waived, and the Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 8 shall (1) in the case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon itit (subject to any applicable laws, may rules, regulations and orders) may, at the direction of the Required Banks, proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral Agent the Lender may exercise without further notice, all the rights and remedies of a Secured Party under this Agreement, the Purchase Agreement and Note, or the UCC (whether or not the UCC is in effect in the jurisdiction where such Pledge Agreement, all rights and remedies that are exercised) available to a secured creditor under the UCC, and all rights and remedies that are otherwise available at law or in equity, at any time, in any order and in any combination, including without limitation, the collection of any and all Secured Obligations, and, in addition, Collateral Agent may, without being required to give any notice, except as herein provided or as the Lender may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at upon such price or prices terms as Collateral Agent may the Lender shall deem satisfactorycommercially reasonably. Collateral Agent may require Debtor to assemble all or any part The Lender shall give the Borrower not less than (10) days' prior written notice of the time and Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenientperishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. Collateral Agent and The Borrower agrees that any Secured Party such notice constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC (to extent such Section is applicable). The Lender may be 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 customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotationsquotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Borrower will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with the law. Upon any such sale Collateral Agent will the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever any kind, including any equity or right of redemption of Debtorthe Borrower. Debtor, to To the extent permitted by law, the Borrower hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Lender may determine. Collateral Agent will The Lender shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Lender until the selling price is paid by the purchaser thereof, but Collateral Agent will the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Borrower shall remain liable, for any deficiency.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuingoccurred, Collateral Agent the Secured Party may exercise all the rights and remedies of a Secured Party under the Purchase Loan Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 812, and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Obligations in full, 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, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent The Secured Party may require the Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent the Secured Party which is reasonably convenient. Collateral Agent and any Secured Party Any holder of an Obligation may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Debtor. Debtor, Debtor to the extent permitted by law, law hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC is in effect in the jurisdiction where such rights and remedies 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, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 13 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, 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, and at such price or prices as the Collateral Agent may deem reasonably satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Any Bank may be 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 Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (A) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and thereafter hold agree that they are purchasing for their own account for investment and not with a view to the samedistribution or sale of any of such Pledged Securities, absolutely(B) to cause to be placed on certificates for any or all of the Pledged Securities or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, free from and (C) to impose such other limitations or conditions in connection with any right such sale as the Collateral Agent deems necessary or claim of whatsoever kindadvisable in order to comply with said Act or any other law. The Borrower 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 may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Borrower which may be waived, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 9 shall (1) in the case of a public sale, state the time and place fixed for such sale, (2) in the case of a sale at a broker's board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, Collateral the Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash and Liquid Investments in the Collateral Accounts and apply the such cash and Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such cash or Liquid Investments or if - such cash will and Liquid Investments shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Agent may deem satisfactory. Collateral The Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be 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 Debtor will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral the Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. the Debtor which may be waived, and the Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 6 shall (1) in case of a public sale, state the - time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may determine. Collateral The Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Agent until the selling price is paid by the purchaser thereof, but Collateral the Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, Collateral Agent the Secured Party may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC Uniform Commercial Code is in effect in the jurisdiction where such rights and remedies are exercised) and any and all other remedies and rights at law or equity and, in addition, Collateral Agent Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 89, and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Obligations in full, sell the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange's board, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent Secured Party may deem satisfactory. Secured Party shall have the right to take immediate possession of the Collateral Agent and any and all Consigned Precious Metal (as defined in the Consignment Agreement) and for the purpose may, so far as Debtor may give authority therefor, enter upon any premises on which any Collateral or Consigned Precious Metal is located without notice and remove the same therefrom. Debtor hereby expressly consents to such repossession of the Collateral and waives all rights to demand and notice with respect thereto. Secured Party may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent Secured Party at a place to be designated by Collateral Agent Secured Party which is reasonably convenient. Collateral Agent and any Secured Party may be 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) ), and may apply all or any portion of the Obligations towards the payment for any Collateral purchased by Secured Party, and may thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorredemption. Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Secured Party shall give ten (10) days' written notice of its intention to make any such public or private sale or sale at a broker's board. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of a sale at a broker's board, shall state the board at which such sale is to be made and the day on which the Collateral, or a portion thereof so being sold, will first be offered for sale at such board. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent Secured Party may determine. Collateral Agent will Secured Party shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent Secured Party 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentSecured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any Event of Default shall have occurred and be continuing, for purposes of exercising the rights and powers granted to Secured Party in this Section 8 or by applicable law, and until all Obligations are satisfied in full, Debtor hereby grants to Secured Party an irrevocable license to use all trademarks and trade names (and to sell goods bearing any such trademark or trade name), registered or unregistered, which are now or hereafter owned by or licensed to Debtor or in which Debtor now has or hereafter acquires an interest.

Remedies Upon Event of Default. (a) If any Event of Default will shall have occurred and be continuing, Collateral Agent the Secured Party may exercise all of the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Code (whether or not the UCC Code is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (ia) apply the cash, if any, then held by it as Collateral in the manner specified in Section 811 hereof, and (iib) if there will shall be no such cash or if such cash will shall be insufficient to pay all of the obligations Secured Obligations in full, 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, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent The Secured Party may require the Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent which is reasonably convenientthe Secured Party. Collateral Agent and any Any holder of a Secured Party Obligation may be 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 on a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, absolutely free from any right or claim of the Debtor of whatsoever kind. The Secured Party is authorized, at any such sale, if it reasonably deems same to be advisable, to restrict the prospective bidders or purchasers of any of the Collateral which could be subject to federal or state securities laws to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral; and the Debtor hereby acknowledges that such restriction may result in a lower price being obtained for the subject Collateral, and the Debtor hereby waives any claim arising therefrom. Upon any such sale Collateral Agent will sale, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may determine. Collateral Agent will not be obligated to make such sale pursuant to any such notice. 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral the Administrative Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Administrative Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Any Secured Party may be 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) ). Each Obligor will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Administrative Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral the Administrative Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorany Obligor which may be waived, and each Obligor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 6 shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Administrative Agent may determine. Collateral The Administrative Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The Administrative 143 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 be made at any time or place to which the same may be adjournedso adjourned ,subject to the Administrative Agent giving the notice required to be given pursuant to Section 6. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Administrative Agent until the selling price is paid by the purchaser thereof, but Collateral the Administrative Agent will shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. Collateral The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any an Event of Default will shall have occurred and be continuing, Collateral the Agent may exercise sell or otherwise dispose of all the rights and remedies of a Secured Party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, 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, and at such price or prices delivery as Collateral the Agent may shall deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldappropriate. Each such purchaser at any such sale will shall hold the Collateral so property sold absolutely, free from any claim or right on the part of whatsoever kindany Grantor, including any equity or right of redemption of Debtor. Debtor, and each Grantor hereby waives (to the extent permitted by law, hereby specifically waives ) all rights of redemption, stay or and appraisal which it such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter adoptedenacted. The Agent shall give the applicable Grantor 10 days' written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in Illinois) of the Agent's intention to make any sale of 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 Agent may fix and state in the notice (if any) of such sale. At any such sale sale, the Collateral Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may (in its sole and absolute discretion) determine. Collateral The Agent will 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 sale pursuant to any such noticeCollateral shall have been given. Collateral The 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 may, without further notice, be made at any the time or and place to which the same may be was 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 Collateral the Agent until the selling sale price is paid by the purchaser or purchasers thereof, but Collateral the Agent will shall not incur any liability in case of the failure of 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 again be sold again upon like notice. At any public sale made pursuant to this Section 7, ABN AMRO Bank N.V. ("ABN AMRO") or any Bank may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), with respect to the Collateral Agentor any part thereof offered for sale and ABN AMRO or any such Bank may make payment on account thereof by using any claim then due and payable to ABN AMRO or any such Bank from such Grantor as a credit against the purchase price, instead and ABN AMRO or any such Bank may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Agent shall be free to carry out such sale and purchase pursuant to such agreement, and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose the security interests this Agreement and to sell the Collateral, Collateral or any portion thereof, under thereof pursuant to a judgment or decree of a court or courts of having competent jurisdictionjurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral Agent the Lenders may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, without being required to give any notice, except as herein provided or as the Lenders may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Lenders may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party The Lenders may be 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 quotationsquotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Grantor shall execute and deliver such documents and take such other action as the Lenders deem reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral Agent will the Lenders shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldsold (without warranty). Each The purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorthe Grantor. Debtor, to To the extent permitted by law, the Grantor hereby specifically waives all rights of redemption, stay or appraisal appraisal, which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of such sale shall be given to the Grantor ten (10) days prior to such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lenders may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Lenders may determine. Collateral Agent will The Lenders shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Lenders 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Lenders until the selling price is paid by the purchaser thereof, but Collateral Agent will the Lenders shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Lenders, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantor shall remain liable for any deficiency.

Remedies Upon Event of Default. If any an Event of Default will shall have occurred and be continuing, Collateral the Agent may exercise may, in addition to all other rights and remedies provided for herein or otherwise available to it, including all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code as in effect in any relevant jurisdiction (whether or not the UCC is in effect in Uniform Commercial Code applies to the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in fullaffected Pledged Securities), 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, and at such price or prices delivery as Collateral the Agent may shall deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldappropriate. Each such purchaser at any such sale will shall hold the Collateral so property sold absolutely, absolutely free from any claim or right on the part of whatsoever kindany Grantor, including any equity or right of redemption of Debtor. Debtor, and each Grantor hereby waives (to the extent permitted by law, hereby specifically waives ) all rights of redemption, stay or and appraisal which it such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter adoptedenacted. The Agent shall give the applicable Grantor 10 days' written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in New York) of the Agent's intention to make any sale of such Grantor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's 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 Agent may fix and state in the notice of such sale. At any such sale sale, the Collateral Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may (in its sole and absolute discretion) determine. Collateral The Agent will 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 sale pursuant to any such noticeCollateral shall have been given. Collateral The 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 may, without further notice, be made at any the time or and place to which the same may be was 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 Collateral the Agent until the selling sale price is paid in full by the purchaser or purchasers thereof, but Collateral the Agent will shall not incur any liability in case of the failure of 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 again be sold again upon like notice. At any public sale made pursuant to this Section 8, the Agent may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), with respect to the Collateral Agentor any part thereof offered for sale and the Agent may make payment on account thereof by using any claim then due and payable to the Agent or any Lender from such Grantor as a credit against the purchase price, instead and the Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Grantor therefor. Grantors, jointly and severally, shall remain liable for any deficiency. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Agent shall be free to carry out such sale pursuant to such agreement, and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose the security interests this Agreement and to sell the Collateral, Collateral or any portion thereof, under thereof pursuant to a judgment or decree of a court or courts of having competent jurisdictionjurisdiction or pursuant to a proceeding by a court-appointed receiver.

Remedies Upon Event of Default. (a) If any Event of Default will shall have occurred and be continuing, Collateral Agent then, any Secured Parties may exercise all of the rights and remedies of a Secured Party Parties under the Purchase Agreement and the UCC Code (whether or not the UCC Code is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent any Secured Parties may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (ia) apply the cash, if any, then held by it as Collateral in the manner specified in Section 811 hereof, and (iib) if there will shall be no such cash or if such cash will shall be insufficient to pay all of the obligations Obligations in full, 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, and at such price or prices as Collateral Agent the Secured Parties may deem satisfactory. Collateral Agent Secured Parties may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent Secured Parties at a place to be designated by Collateral Agent Secured Parties which is reasonably convenientconvenient to Debtor and Secured Parties. Collateral Agent and any Secured Party Any holder of a Note may be 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 on a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, absolutely free from any right or claim of whatsoever kind. Secured Parties are authorized, at any such sale, if it reasonably deems same to be advisable, to restrict the prospective bidders or purchasers of any of the Collateral which could be subject to federal or state securities laws to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral. Upon any such sale Collateral Agent will sale, Secured Parties shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Secured Parties shall give Debtor not less than thirty (30) days' prior written notice of its intention to make any such public or private sale or sales at a broker's board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Parties may fix in the notice of such sale. At any such sale sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent Secured Parties may determine. Collateral Agent will Secured Parties shall not be obligated to make such sale pursuant to any such notice. Collateral Agent Secured Parties may, without notice or publication, except for notice to Debtor not less than five (5) business days prior to the adjourn date, 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent Secured Parties until the selling price is paid by the purchaser thereof, but Collateral Agent will not no Secured Parties shall incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentSecured Parties, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will shall have occurred and be continuing, Collateral Agent the Secured Party may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Intercompany Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent may require Debtor to assemble all Any Lender or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Sunbeam Entity may be 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 thereafter hold deliver such documents and take such other action as the same, absolutely, free from Secured Party deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral Agent will the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Grantor which may be waived, and the Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale shall (1) in the case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuingoccurred, Collateral Agent the Secured Party may exercise all the rights and remedies of a Secured Party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 812, and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Obligations in full, 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, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent The Secured Party may require the Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent the Secured Party which is reasonably convenient. Collateral Agent and any Secured Party Any holder of an Obligation may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Debtor. Debtor, Debtor to the extent permitted by law, law hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Notwithstanding anything to the contrary stated herein, prior to exercising any other remedy available to it hereunder, the Lender shall first liquidate all or substantially all of the Debtor's beverage carafe inventory of finished goods and apply such proceeds in the manner provided in Section 12.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, Collateral the Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Agent may, without being required to give any notice, except as herein or in the Credit Agreement or any other Financing Document provided or as may be required by mandatory provisions of law, (i) withdraw all cash and Liquid Investments in the Collateral Accounts and apply the such cash and Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such cash or Liquid Investments or if such cash will and Liquid Investments shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Agent may deem satisfactory. Collateral The Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be 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 Company will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral the Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Company which may be waived, and the Company, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 6 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may determine. Collateral The Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Agent until the selling price is paid by the purchaser thereof, but Collateral the Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will shall have occurred and be continuing, Collateral Agent the Secured Party may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC Uniform Commercial Code is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8Collateral, and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in fullfull then, after ten (10) days written notice by the Secured Party to the Debtors of acceleration of the Secured Obligations, 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, and at such price or prices as Collateral Agent may the Secured Party shall deem satisfactory. Collateral Agent The Secured Party may require Debtor the Debtors to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent the Secured Party which is reasonably convenient. Collateral Agent and any Secured Party Any holder of an Obligation may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorthe Debtors. DebtorThe Secured Party shall give the Debtors ten (10) days' prior written notice of its intention to make any such public or private sale or sale at a broker's board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the extent permitted by lawday on which the Collateral, hereby specifically waives all rights or the portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adoptedsuch sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will determine The Secured Party shall not be obligated to make such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will have has occurred and be is continuing, Collateral Agent the Indenture Trustee may exercise on behalf of the Holders of the Notes all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) applicable law and, in addition, Collateral Agent the Indenture Trustee may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the all cash, if any, then held by it as all or part of the Collateral in the manner as specified in Section 8, 5.3 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Obligations in full, sell the Collateral, Collateral (including each applicable Funding Agreement) or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Indenture Trustee may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Any Holder may be 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 Issuer will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Indenture Trustee deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral Agent will the Indenture Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Issuer which may be waived, and the Issuer, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Indenture Trustee may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Indenture Trustee may determine. Collateral Agent will The Indenture Trustee shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Indenture 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Indenture Trustee until the selling price is paid by the purchaser thereof, but Collateral Agent will the Indenture Trustee shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Indenture Trustee, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests a Security Interest and sell the any Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, Collateral Agent the Secured Party may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any The Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Company will execute and deliver such documents and take such other action as the Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral Agent will the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Company and the Company, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 5 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, Collateral Agent the Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies provided a secured party upon the default of a Secured Party debtor under the Purchase Agreement Uniform Commercial Code at that time, and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent mayTrustee may also, without being required to give any notice, notice except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in fullbelow, sell the Collateral, 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 Trustee's offices or on any securities exchangeelsewhere, for cash, upon on credit or for future delivery, upon such terms as the Trustee may determine to be commercially reasonable, and at such price or prices as Collateral Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all the Trustee or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Noteholder may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. DebtorThe Company agrees that, to the extent permitted notice of sale shall be required by law, hereby specifically waives all rights at least 10 days' notice to it of redemption, stay the time and place of any public sale or appraisal the time after which it has or may have under any rule of law or statute now existing or hereafter adoptedprivate sale is to be made shall constitute reasonable notification. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may determine. Collateral Agent will The Trustee shall not be obligated to make such any sale pursuant to any such noticeof Collateral regardless of notice of sale having been given. Collateral Agent may, without notice or publication, The Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Trustee shall incur no liability as a result of the same sale of the Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner. The Company hereby waives any claims against the Trustee 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 Trustee accepts the first offer received and does not offer such Collateral to more than one offeree. The Company recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Trustee may be adjourned. In case of compelled, with respect to any sale of all or any part of the Collateral on credit Collateral, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribution or for future deliveryresale thereof. The Company acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Trustee shall be under no obligation to delay the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur sale of any liability in case of the failure of such purchaser to take up and pay Pledged Shares for the Collateral so sold and, in case period of any time necessary to permit the Company to register such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising securities for public sale under the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the CollateralSecurities Act, or any portion thereofunder applicable state securities laws, under a judgment or decree of a court or courts of competent jurisdictioneven if the Company would agree to do so.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, Collateral the Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Agent may, without being required to give any notice, except as herein or in the Credit Agreement or any other Financing Document provided or as may be required by mandatory provisions of law, (i) withdraw all cash and Liquid Investments in the Collateral Accounts and apply the such cash and Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 9 and (ii) if there will shall be no such cash or Liquid Investments or if such cash will and Liquid Investments shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Agent may deem satisfactory. Collateral The Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be 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 Company will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral the Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Company which may be waived, and the Company, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 6 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may determine. Collateral Agent will not be obligated to make such sale pursuant to any such notice. 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.an

Remedies Upon Event of Default. 6.1. If any Event of Default will have has occurred and be is continuing, Collateral Agent either Secured Party may exercise all the other rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Parties may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, Collateral or any part thereof, 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, and at such price or prices as Collateral Agent the Secured Parties may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Either Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Debtor agrees to execute and deliver such documents and take such other action as either Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral Agent will sale, the Secured Parties shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtor which may be waived and Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of sale shall, (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Parties may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Parties may determine. Collateral Agent will The Secured Parties shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Secured Parties 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Parties until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Parties shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Parties, instead of exercising the power of sale herein conferred upon itthem, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies 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, (i) withdraw all cash held in the Collateral Accounts and apply the such cash and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 13 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations of any Lien Grantor in full, sell the Collateral, Collateral of such Lien Grantor or any part thereof, 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, and at such price or prices as the Collateral Agent may deem satisfactory. The Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be 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 Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do, to restrict the prospective bidders on or purchasers of any of the securities included in the Collateral to a limited number of sophisticated investors who will represent and thereafter hold agree that they are purchasing for their own account for investment and not with a view to the samedistribution or sale of any of such securities, absolutelyto cause to be placed on any security included in the Collateral a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provisions of said Act, free from and to impose such other limitations or conditions in connection with any right such sale as the Collateral Agent deems necessary or claim of whatsoever kindadvisable in order to comply with said Act or any other law. Each Lien Grantor agrees that it 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 may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorany Lien Grantor which may be waived, and each Lien Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 10 shall (1) in the case of a public sale, state the time and place fixed for such sale, (2) in the case of sale at a broker's board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral or the portion thereof so being sold, will first be offered for sale at such board or exchange and (3) in the case of a private sale, state the day after 765749.1 10/9/98 7:28p which such sale may be consummated. 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral the Administrative Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 8 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Administrative Agent may deem satisfactory. Collateral The Administrative Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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 Subsidiary Borrower will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Administrative Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral the Administrative Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Subsidiary Borrower which may be waived, and the Subsidiary Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 5 shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Administrative Agent may determine. Collateral The Administrative Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Administrative Agent until the selling price is paid by the purchaser thereof, but Collateral the Administrative Agent will shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. Collateral The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. For the purposes of obtaining executory process, the Subsidiary Borrower does hereby confess judgment in favor of the Administrative Agent for the full amount of the Secured Obligations.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, Collateral Agent the Secured Party, may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC Code is in effect in the jurisdiction where such rights and remedies are exercised) and any and all other remedies and rights at law or equity and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 89, and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Obligations in full, sell the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange's board, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent The Secured Party may require the Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent the Secured Party which is reasonably convenient. Collateral Agent and any The Secured Party may be 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) ), and may apply all or any portion of the Obligations towards the payment for any Collateral purchased by the Secured Party, and may thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. the Debtor, which to the extent permitted by law, law hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The Secured Party shall give ten (10) days' written notice of its intention to make any such public or private sale or sale at a broker's board. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of a sale at a broker's board, shall state the board at which such sale is to be made and the day on which the Collateral, or a portion thereof so being sold, will first be offered for sale at such board. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. For purposes of exercising the rights and powers granted to the Secured Party in this Section 8 or by applicable law, and until all Obligations are satisfied in full, the Debtor hereby grants to the Secured Party an irrevocable license to use all trademarks and tradenames (and to sell goods bearing any such trademark or tradename), registered or unregistered, which are now or hereafter owned by or licensed to the Debtor or in which the Debtor now has or hereafter acquires any interest.

Remedies Upon Event of Default. 6.1 If any Event of Default will have has occurred and be is continuing, Collateral Agent the Secured Party may exercise all the other rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, law sell the Collateral, Collateral or any part thereof, 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, delivery and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any The Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Debtor agrees to execute and deliver such documents and take such other action as the Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral Agent will sale, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtor which may be waived and Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of sale shall, (1) in vase of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sate. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be so adjourned. , In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be he sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon itthem, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, thereof under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. 6.1. If any Event of Default will have has occurred and be is continuing, Collateral Agent the Secured Party may exercise all the other rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, Collateral or any part thereof, 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, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any The Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Debtor agrees to execute and deliver such documents and take such other action as the Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral Agent will sale, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtor which may be waived and Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of sale shall, (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon itthem, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral Agent the Lender may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Lender may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party The Lender may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Lender shall give the Company not less than ten days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The Company agrees that such notice constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC. The Company will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with law. The Borrower will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral Agent will the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorthe Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 5 shall (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Lender may determine. Collateral Agent will The Lender shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Lender until the selling price is paid by the purchaser thereof, but Collateral Agent will the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, Collateral Agent the Trustee 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 provided a secured party upon the default of a Secured Party debtor under the Purchase Agreement Uniform Commercial Code at that time, and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent mayTrustee may also, without being required to give any notice, notice except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in fullbelow, sell the Collateral, Pledged 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 Trustee's offices or on any securities exchangeelse where, for cash, upon on credit or for future delivery, upon such terms as the Trustee may determine to be commercially reasonable, and at such price or prices as Collateral Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all the Trustee or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Securityholder may be the purchaser of any or all of the Pledged 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. DebtorThe Company agrees that, to the extent permitted notice of sale shall be required by law, hereby specifically waives all rights at least 10 days' notice to the Company of redemption, stay the time and place of any public sale or appraisal the time after which it has or may have under any rule of law or statute now existing or hereafter adoptedprivate sale is to be made shall constitute reasonable notification. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may determine. Collateral Agent will The Trustee shall not be obligated to make such any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale having been given. Collateral Agent may, without notice or publication, The Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Trustee shall incur no liability as a result of the same sale of the Pledged Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner. The Company hereby waives any claims against the Trustee 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 the Trustee accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. The Company recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Trustee may be adjourned. In case of compelled, with respect to any sale of all or any part of the Collateral on credit Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribu tion or for future deliveryresale thereof. The Company acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and, notwithstanding such circum stances, agree that any such sale shall be deemed to have been made in a commercially reasonable manner. The Trustee shall be under no obligation to delay the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur sale of any liability in case of the failure of such purchaser to take up and pay Pledged Collateral for the Collateral so sold and, in case period of any time necessary to permit the Company to register such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising securities for public sale under the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the CollateralSecurities Act, or any portion thereofunder applicable state securities laws, under a judgment or decree of a court or courts of competent jurisdictioneven if the Company would agree to do so.

Remedies Upon Event of Default. (A) If any Event of Default will have has occurred and be is continuing, Collateral the Security Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Security Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash and Liquid Investments in the Collateral Account and apply the such monies, Liquid Investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 10 and (ii) if there will shall be no such monies, Liquid Investments or cash or if such monies, Liquid Investments or cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Security Agent may deem satisfactory. Collateral The Security Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be 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) and thereafter hold the same, absolutely, absolutely and free from any right or claim of whatsoever kindany kind whatsoever. The Borrower will execute and deliver such documents and take such other action as the Security Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral the Security Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kindany kind whatsoever, including any equity or right of redemption of Debtor. Debtorthe Borrower which may be waived, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 7 shall (1) in the case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Security Agent may fix in the notice of such sale. At any such sale sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Security Agent may determine. Collateral The Security Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The Security 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 be made at any time or place to which the same may be so adjourned. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Security Agent until the selling price is paid by the purchaser thereof, but Collateral the Security Agent will shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. Collateral The Security Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (A) If any an Event of Default will have has occurred and be continuingis continuing under the Credit Agreement, Collateral the Agent may exercise on behalf of the Lenders all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 8 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Agent may deem satisfactory. Collateral The Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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) ). Borrower will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral the Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. DebtorBorrower which may be waived, and Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 5 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may determine. Collateral The Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Agent until the selling price is paid by the purchaser thereof, but Collateral the Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, 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 provided a secured party upon the default of a Secured Party debtor under the Purchase Agreement Uniform Commercial Code at that time, and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent maymay also, without being required to give any notice, notice except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in fullbelow, sell the Collateral, Pledged 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 Collateral Agent's offices or on any securities exchangeelsewhere, for cash, upon on credit or for future delivery, and at upon such price or prices terms as the Collateral Agent may deem satisfactory. determine to be commercially reasonable, and the Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any other Secured Party may be the purchaser of any or all of the Pledged 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. DebtorThe Pledgors agree that, to the extent permitted notice of sale shall be required by law, hereby specifically waives all rights at least 10 days' notice to the Pledgors of redemption, stay the time and place of any public sale or appraisal the time after which it has or may have under any rule private sale is to be made shall constitute reasonable notification within the meaning of law or statute now existing or hereafter adoptedSection 9-504(3) of the Uniform Commercial Code. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as The Collateral Agent may determine. Collateral Agent will shall not be obligated to make such any sale pursuant to any such noticeof Pledged Collateral regardless of notice of sale 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 the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Collateral Agent shall incur no liability as a result of the same sale of the Pledged Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner. The Pledgors hereby waive any claims against the 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 the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. The Pledgors recognize that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be adjourned. In case of compelled, with respect to any sale of all or any part of the Collateral on credit Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribution or for future deliveryresale thereof. The Pledgors acknowledge and agree that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and, the Collateral so sold may notwithstanding such circumstances, agree that any such sale shall be retained by deemed to have been made in a commercially reasonable manner. The Collateral Agent until shall be under no obligation to delay the selling price is paid by the purchaser thereof, but Collateral Agent will not incur sale of any liability in case of the failure of such purchaser to take up and pay Pledged Collateral for the Collateral so sold and, in case period of any time necessary to permit the Pledgors to register such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising securities for public sale under the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the CollateralSecurities Act, or any portion thereofunder applicable state securities laws, under a judgment or decree of a court or courts of competent jurisdictioneven if the Pledgors would agree to do so.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, the Bridge Collateral Agent may may, upon the request of the Required Lenders (and only upon such request), exercise on behalf of itself and the Bridge Lenders all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, the Bridge Collateral Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions upon the request of lawthe Required Lenders (and only upon such request), (i) withdraw all cash, if any, in the Collateral Account and investments made with amounts on deposit in the Collateral Account, and apply the such monies, investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 10 hereof and (ii) if there will shall be no such monies, investments or cash or if such monies, investments or cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as the Bridge Collateral Agent may deem satisfactory. The Bridge Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Bridge Lender may be 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 quotationsquotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Each Grantor will execute and deliver such documents and take such other reasonable actions as the Bridge Collateral Agent deems reasonably necessary or reasonably advisable in order that any such sale may be made in compliance with law. Upon any such sale the Bridge Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldsold (without warranty). Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorany Grantor. Debtor, to To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of such sale shall be given to the Grantors ten (10) days prior to such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Bridge Collateral Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Bridge Collateral Agent may determine. The Bridge Collateral Agent will shall not be obligated to make any such sale pursuant to any such notice. The Bridge 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Bridge Collateral Agent until the selling price is paid by the purchaser thereof, but the Bridge Collateral Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Bridge Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable for any deficiency.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, Collateral Agent the Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies provided a secured party upon the default of a Secured Party debtor under the Purchase Agreement Uniform Commercial Code at that time, and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent mayTrustee may also, without being required to give any notice, notice except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in fullbelow, sell the Collateral, 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 Trustee's offices or on any securities exchangeelsewhere, for cash, upon on credit or for future delivery, upon such terms as the Trustee may determine to be commercially reasonable, and at such price or prices as Collateral Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all the Trustee or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Securityholder may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. DebtorThe Company agrees that, to the extent permitted notice of sale shall be required by law, hereby specifically waives all rights at least 10 days' notice to the Company of redemption, stay the time and place of any public sale or appraisal the time after which it has or may have under any rule of law or statute now existing or hereafter adoptedprivate sale is to be made shall constitute reasonable notification. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may determine. Collateral Agent will The Trustee shall not be obligated to make such any sale pursuant to any such noticeof Collateral regardless of notice of sale having been given. Collateral Agent may, without notice or publication, The Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned. The Trustee shall incur no liability as a result of the same sale of the Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner. The Company hereby waives any claims against the Trustee 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 Trustee accepts the first offer received and does not offer such Collateral to more than one offeree. The Company recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Trustee may be adjourned. In case of compelled, with respect to any sale of all or any part of the Collateral on credit Collateral, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribution or for future deliveryresale thereof. The Company acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Trustee shall be under no obligation to delay the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur sale of any liability in case of the failure of such purchaser to take up and pay Pledged Shares for the Collateral so sold and, in case period of any time necessary to permit the Company to register such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising securities for public sale under the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the CollateralSecurities Act, or any portion thereofunder applicable state securities laws, under a judgment or decree of a court or courts of competent jurisdictioneven if the Company would agree to do so.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, Collateral Agent the Secured Party may exercise all of the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Code (whether or not the UCC Code is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (ia) apply the cash, if any, then held by it as Collateral in the manner specified in Section 811 hereof, and (iib) if there will shall be no such cash or if such cash will shall be insufficient to pay all of the obligations Loan Obligations in full, 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, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent The Secured Party may require the Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent which is reasonably convenientthe Secured Party. Collateral Agent and any Secured Party Any holder of a Loan Obligation may be 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 on a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, absolutely free from any right or claim of whatsoever kind. The Secured Party is authorized, at any such sale, if it reasonably deems same to be advisable, to restrict the prospective bidders or purchasers of any of the Collateral which could be subject to federal or state securities laws to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral; and the Debtor hereby acknowledges that such restriction may result in a lower price being obtained for the subject Collateral, and the Debtor hereby waives any claim arising therefrom. Upon any such sale Collateral Agent will sale, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Debtor. Debtor, to To the extent permitted by law, the Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted, and waives any requirement for the marshalling of any Collateral. The Secured Party shall give the Debtor not less than ten (10) days' prior written notice of its intention to make any such public or private sale or sales at a broker's board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sale. At any such sale sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral the Agent may may, upon the request of the Required Lenders (and only upon such request), exercise on behalf of itself and the Lenders all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions upon the request of lawthe Required Lenders (and only upon such request), (i) withdraw all cash, if any, in the Collateral Account and investments made with amounts on deposit in the Collateral Account, and apply the such monies, investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, SECTION 10 hereof and (ii) if there will shall be no such monies, investments or cash or if such monies, investments or cash will shall be insufficient to pay all the obligations Secured Obligations then outstanding in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Agent may deem satisfactory. Collateral The Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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 quotationsquotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Each Grantor will execute and deliver such documents and take such other action as the Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral the Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldsold (without warranty). Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorany Grantor. Debtor, to To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of such sale shall be given to the Grantors ten (10) Business Days prior to such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which sale may be consummated. Any such 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may determine. Collateral The Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Agent until the selling price is paid by the purchaser thereof, but Collateral the Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable for any deficiency.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral the Administrative Agent may may, upon the request of the Required Lenders (and only upon such request), exercise on behalf of itself and the Lenders all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions upon the request of lawthe Required Lenders (and only upon such request), (i) withdraw all cash, if any, in the Collateral Account and investments made with amounts on deposit in the Collateral Account, and apply the such monies, investments and other cash, if any, then held by it as Collateral in the manner as specified in Section 8, 10 hereof and (ii) if there will shall be no such monies, investments or cash or if such monies, investments or cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Administrative Agent may deem satisfactory. Collateral The Administrative Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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 quotationsquotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Each Grantor will execute and deliver such documents and take such other reasonable actions as the Administrative Agent deems reasonably necessary or reasonably advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral the Administrative Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so soldsold (without warranty). Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorany Grantor. Debtor, to To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice of such sale shall be given to the Grantors ten (10) days prior to such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Administrative Agent may determine. Collateral The Administrative Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Administrative Agent until the selling price is paid by the purchaser thereof, but Collateral the Administrative Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable for any deficiency.

Remedies Upon Event of Default. (a) If any Event of Default will shall have occurred and be continuing, Collateral Agent the Secured Party may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC Uniform Commercial Code is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8Collateral, and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Obligations in full, 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, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent The Secured Party may require the Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent the Secured Party which is reasonably convenient. Collateral Agent and any Secured Party Any holder of an Obligation may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Secured Party is authorized, at any such sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers of any of the Pledged Securities to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities. Upon any such sale Collateral Agent will the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Debtor. DebtorThe Secured Party shall give the Debtor ten (10) days prior written notice of the Secured Party’s intention to make any such public or private sale or sale at a broker’s board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the extent permitted by lawday on which the Collateral, hereby specifically waives all rights or the portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adoptedsuch sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default will have has occurred and be is continuing, Collateral Agent the Bank may exercise all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral Agent the Bank may, without being required to give any prior notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply sell any and all of the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell the Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral Agent the Bank may deem satisfactory. Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party The Bank may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Company will execute and deliver such documents and take such other action as the Bank deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Collateral Agent will the Bank shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtorthe Company. DebtorThe Company, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by SECTION 5 shall (i) in case of a public sale, state the time and place fixed for such sale, and (ii) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time(s) within ordinary business hours and at such places as the Bank may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Bank may determine. Collateral Agent will The Bank shall not be obligated to make any such sale pursuant to any such notice. Collateral Agent The 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 the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Bank until the selling price is paid by the purchaser thereof, but Collateral Agent will the Bank shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Bank, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, Collateral Agent then the Secured Party may exercise all of the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) applicable law, and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (ia) apply the cash, if any, then held by it as Collateral in the manner specified in Section 810 hereof, and (iib) if there will shall be no such cash or if such cash will shall be insufficient to pay all of the obligations Obligations in full, 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, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent The Secured Party may require the Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent the Secured Party which is reasonably convenientconvenient to the Debtor and the Secured Party. Collateral Agent and any Secured Party Any holder of an Obligation may be 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 on a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, absolutely free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will sale, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Debtor. Debtor, to To the extent permitted by law, the Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The Secured Party shall give the Debtor not less than ten (10) days' prior written notice of its intention to make any such public or private sale or sales at a broker's board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sale. At any such sale sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, : The Collateral Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a Secured Party secured party upon default under the Purchase Agreement and the UCC Code (whether or not the UCC Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Collateral Agent's name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into and occupy any premises owned or leased by such Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in effect in order to effectuate the jurisdiction where such Collateral Agent's rights and remedies are exercised) and, in addition, Collateral Agent mayhereunder or under law, without being required obligation to give any notice, except as herein provided or as may be required by mandatory provisions such Grantor in respect of law, (i) apply the cash, if any, then held by it as Collateral in the manner specified in Section 8such occupation, and (iiiii) if there will be no such cash without notice except as specified below and without any obligation to prepare or if such cash will be insufficient to pay all process the obligations in fullCollateral for sale, (A) sell the Collateral, Collateral or any part thereof, thereof in one or more parcels at public or private sale or sale, at any broker’s board of the Collateral Agent's offices or on any securities exchangeelsewhere, for cash, upon on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem satisfactory. commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party may be 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) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so solddeem commercially reasonable. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. DebtorGrantor agrees that, to the extent permitted notice of sale or any other disposition of its respective Collateral shall be required by law, hereby specifically waives all rights at least ten (10) days' notice to such Grantor of redemption, stay the time and place of any public sale or appraisal the time after which it has any private sale or may have under any rule other disposition of law or statute now existing or hereafter adoptedits respective Collateral is to be made shall constitute reasonable notification. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as The Collateral Agent may determine. Collateral Agent will shall not be obligated to make such any sale pursuant to or other disposition of any such noticeCollateral regardless of notice of sale 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 the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the same may be it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of such Collateral be marshalled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In case addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent, such Grantor shall cease any use of the Intellectual Property or any Trademark similar to any Trademark contained in the Collateral for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time, upon 10 days' prior notice to such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine to the extent consistent with any restrictions or conditions imposed upon such Grantor with respect to such Intellectual Property by license or other contractual arrangement; and (2) the Collateral Agent may, at any time, pursuant to the authority granted in Section 6 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of such Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. Any cash held by the Collateral Agent as 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 Collateral 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 selling price is paid Collateral Agent pursuant to Section 8 hereof) in whole or in part by the purchaser thereofCollateral Agent against, all or any part of the Obligations in such order as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreement. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the complete conversion of all of the Company's obligations under the Notes to equity securities of the Company and/or indefeasible payment in full in cash of all obligations under the Notes (together with any matured indemnification obligations as of the date of such conversion and/or payment, but Collateral Agent will not incur excluding any liability in case inchoate or unmatured contingent indemnification obligations) shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. In the failure of such purchaser to take up and pay for event that the Collateral so sold and, in case proceeds of any such failuresale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Buyers are legally entitled, each Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified in any of the applicable Transaction Documents for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Collateral may again be sold upon like noticeAgent to collect such deficiency. Each Grantor hereby acknowledges that if the Collateral AgentAgent complies with any applicable state, instead provincial, or federal law requirements in connection with a disposition of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any portion thereofof them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Collateral Agent's rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that each Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent's rights under a judgment this Agreement or decree under any other instrument creating or evidencing any of a court the Obligations or courts under which any of competent jurisdictionthe Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, such Grantor hereby irrevocably waives the benefits of all such laws.

Remedies Upon Event of Default. (A) If any an Event of Default will have has occurred and be continuingis continuing under the Credit Agreement, Collateral the Agent may exercise on behalf of the Lenders all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Collateral the Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 8 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery, and at such price or prices as Collateral the Agent may deem satisfactory. Collateral The Agent may require Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party Lender may be 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) ). Grantors will execute and thereafter hold deliver such documents and take such other action as the same, absolutely, free from Agent deems necessary or advisable in order that any right or claim of whatsoever kindsuch sale may be made in compliance with law. Upon any such sale Collateral the Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtorany Grantor which may be waived, and each Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The notice (if any) of such sale required by Section 5 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such 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 in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral the Agent may determine. Collateral The Agent will shall not be obligated to make any such sale pursuant to any such notice. Collateral The 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 be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral the Agent until the selling price is paid by the purchaser thereof, but Collateral the Agent will shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC Uniform Commercial Code (whether or not the UCC is in effect in the jurisdiction where such rights and remedies 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, (i) apply the cash, if any, then held by it as Collateral in the manner as specified in Section 8, 13 and (ii) if there will shall be no such cash or if such cash will shall be insufficient to pay all the obligations Secured Obligations in full, sell the Collateral, Collateral or any part thereof, 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, and at such price or prices as the Collateral Agent may deem satisfactory. Collateral Agent may require Debtor to assemble all Any Bank or any part of the Collateral and make it available to Collateral Agent at a place to be designated by Collateral Agent which is reasonably convenient. Collateral Agent and any Secured Party NML may be 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 Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (A) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and thereafter hold agree that they are purchasing for their own account for investment and not with a view to the samedistribution or sale of any of such Pledged Securities, absolutely(B) to cause to be placed on certificates for any or all of the Pledged Securities or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, free from and (C) to impose such other limitations or conditions in connection with any right such sale as the Collateral Agent deems necessary or claim of whatsoever kindadvisable in order to comply with said Act or any other law. Each Pledgor 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 may be made in compliance with law. Upon any such sale the Collateral Agent will shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may determine. Collateral Agent will not be obligated to make such sale pursuant to any such notice. 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 be made at any time or place to which the same may be adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent will not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.such

Remedies Upon Event of Default. If any Event of Default will shall have occurred and be continuingcontinuing under this Agreement, Collateral Agent the Note, the Deed of Trust or the Mortgage, then the Secured Party may exercise all of the rights and remedies of a Secured Party secured party under the Purchase Agreement and the UCC (whether or not the UCC is in effect in the jurisdiction where such rights and remedies are exercised) applicable law, and, in addition, Collateral Agent the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (ia) apply the cash, if any, then held by it as Collateral in the manner specified in Section 810 hereof, and (iib) if there will shall be no such cash or if such cash will shall be insufficient to pay all of the obligations Obligations in full, 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, and at such price or prices as Collateral Agent the Secured Party may deem satisfactory. Collateral Agent The Secured Party may require the Debtor to assemble all or any part of the Collateral and make it available to Collateral Agent the Secured Party at a place to be designated by Collateral Agent the Secured Party which is reasonably convenientconvenient to the Debtor and the Secured Party. Collateral Agent and any The Secured Party has no obligation to repair, clean up or otherwise prepare the Collateral for sale. Any holder of an Obligation may be 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) and thereafter hold the same, absolutely, absolutely free from any right or claim of whatsoever kind. Upon any such sale Collateral Agent will sale, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale will shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Debtor. Debtor, to To the extent permitted by law, the Debtor hereby specifically waives all rights of redemption, stay or appraisal appraisal, and all rights, if any, of marshalling the Collateral and any other security for the Obligations, which it has or may have under any rule of law or statute now existing or hereafter adopted. If required to do so by applicable law, the Secured Party shall give the Debtor not less than ten (10) days’ prior written notice of its intention to make any such public or private sale or sales at a broker’s board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sale. At any such sale sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as Collateral Agent the Secured Party may determine. Collateral Agent will The Secured Party shall not be obligated to make such sale pursuant to any such notice. Collateral Agent The Secured Party 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 be made at any time or place to which the same may be adjourned. Without precluding any other methods of sale, the sale of the Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks disposing of similar property but in any event the Secured Party may sell on such terms as the Secured Party may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind. If the Secured Party sells any of the Collateral on credit, the Debtor will be credited only with payments actually made by the purchaser, received by the Secured Party and applied to the indebtedness of the purchaser. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent the Secured Party until the selling price is paid by the purchaser thereof, but Collateral Agent will the Secured Party shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Collateral AgentThe Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. In the event the Secured Party purchases any of the Collateral being sold, the Secured Party may pay for the Collateral by crediting some or all of the Obligations of the Debtor. The Secured Party shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall the Secured Party be under any obligation to take any action whatsoever with regard thereto. The Secured Party has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and the Secured Party may release, modify or waive any collateral provided by any other Person to secure any of the Obligations, all without affecting the Secured party’s rights against the Debtor. The Debtor waives any right it may have to require the Secured Party to pursue any third Person for any of the Obligations. The Secured Party may sell the Collateral without giving any warranties to the Collateral and may specifically disclaim any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.