Common use of Remedies Upon Events of Default Clause in Contracts

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) (but not in excess of the number thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party on the date of the Acceleration Amount Notice relating to such Event of Default (the “Default Settlement Date”) in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase Agreement, whereupon Secured Party shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right of any kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunder, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunder, 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. Pledgor 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 shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 of the UCC 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 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 buyer thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) Reported Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement Forward Contract at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice notice delivered to the Collateral Agent pursuant to the last paragraph of Article VII of the Forward Contract relating to such Event of Default (or, in the “case of an Event of Default Settlement Date”described in clause (iii), (iv) or (v) of the definition thereof in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase this Agreement, on the Exchange Date) (in either case, the "Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Common Stock (or security entitlements in respect thereof) Reported Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderForward Contract, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderForward Contract, 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 Pledgor covenants and agrees that it will to 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If Upon the occurrence and during the continuance of any Event of Default Default, then, and in any such event the Agent with the concurrence of the Issuing Bank may, and upon the direction of the Majority Lenders the Agent shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliverif the Letter of Credit shall not have been issued, or instruct the Securities Intermediary Issuing Bank to deliver(whereupon the Issuing Bank shall) by notice to the Account Party declare its commitment to issue the Letter of Credit to be terminated, all Collateral consisting whereupon the same shall forthwith terminate, (ii) instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to the Trustee and the Paying Agent written notice of shares of Common Stock (or security entitlements in respect thereof) (but not in excess of the number thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party on the date of the Acceleration Amount Notice relating to such Event of Default in accordance with Section 6.01(a)(iv) of the Indenture and of the Issuing Bank's determination to terminate the Letter of Credit on the fifth business day (as defined in the “Default Settlement Date”Indenture) following the Trustee's and Paying Agent's receipt of such notice, (iii) instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to the Trustee and the Paying Agent written notice that the Interest Component will not be reinstated in satisfaction the amount of Pledgor’s obligations one or more Interest Drawings, all as provided in the Letter of Credit; (iv) direct the Account Party to deliver Common Stock pay cash into the Cash Account in accordance with Section 7.05; (or security entitlements in respect thereofv) under declare the Stock Purchase AgreementAdvances and all other principal amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be forthwith due and payable, whereupon Secured Party the Advances and all other principal amounts outstanding hereunder, all such interest and all such other amounts shall hold such shares of Common Stock (become and be forthwith due and payable, without presentment, demand, protest or security entitlements in respect thereof) absolutely free from any Lien, claim or right further notice of any kind, including any equity or right all of redemption of Pledgor that may be which are hereby expressly waived or any other right or claim of Pledgorby the Account Party, and Pledgor(vi) instruct the Issuing Bank to (whereupon the Issuing Bank shall) exercise all the rights and remedies provided herein and under and in respect of the Security Documents; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the extent permitted by lawAccount Party under the Federal Bankruptcy Code, hereby specifically waives all rights (A) the commitment of redemptionthe Issuing Bank to issue the Letter of Credit, stay or appraisal that it has or may have under any law now existing or hereafter adopted; the Commitments and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or Participating Banks to make Advances shall automatically be terminated, and (B) the Advances and all other principal amounts outstanding hereunder, sell all of the remaining Collateralinterest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunder, 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. Pledgor 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 shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right notice of any kind, including any equity or right all of redemption of Pledgor that may be which are hereby expressly waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 of the UCC 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 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 buyer thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictionAccount Party.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuingoccurred, the Collateral Agent may exercise on behalf of Secured Party shall have all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct at the Securities Intermediary to deliver, all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) (but not in excess direction of the number thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party on the date of the Acceleration Amount Notice relating to such Event of Default (the “Default Settlement Date”) in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase Agreement, whereupon Secured Party shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right of any kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderParty, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of the Pledgor under the Stock Purchase Agreement Note or hereunder, 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 Secured Party may deem satisfactorycommercially reasonable. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent Secured Party 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 Secured Party shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold acquire the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 613 of the UCC 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 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 the Collateral Agent Secured Party may determine. The Collateral Agent Secured Party shall not be obligated to make any such sale pursuant to any such notice. The 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 the Collateral Agent Secured Party until the selling price is paid by the buyer thereof, but the Collateral Agent Secured Party shall not incur any liability in case of the failure of such buyer 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 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. The Secured Party or any of its respective affiliates may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the obligations secured hereunder owed to such Person as a credit on account of the purchase price of the Collateral or any part thereof payable by such Person at such sale.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) Marketable Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii) or (iv) of the definition thereof, on the Exchange Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Common Stock (or security entitlements in respect thereof) Marketable Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 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 may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) Marketable Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii) or (iv) of the definition thereof, on the Exchange Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Common Stock (or security entitlements in respect thereof) Marketable Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which he has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 Pledgor covenants and agrees that it he 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which he has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of ADSs or shares of Marketable Common Stock (or security entitlements but not, in respect thereof) (but not either case, in excess of the number thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii) or (iv) of the definition thereof, on the Exchange Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such ADSs or shares of Marketable Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that or GRIT which may be waived or any other right or claim of Pledgorwaived, and Pledgorthe Pledgor and GRIT, to the extent permitted by law, hereby specifically waives waive all rights of redemption, stay or appraisal that it which either of them has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor and GRIT under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor and GRIT under the Stock Purchase Agreement or hereunderAgreement, 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 Pledgor covenants and agrees GRIT covenant and agree that it they 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that or GRIT which may be waived or any other right or claim of Pledgorwaived, and Pledgorthe Pledgor and GRIT, to the extent permitted by law, hereby specifically waives waive all rights of redemption, stay or appraisal that it which either of them has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 9 of the UCC shall (1) in case of a public 15 18 sale, state the time and place fixed for such sale, (2) in case of sale at a broker’s '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Party Parties holding a majority of the outstanding principal of the Notes (and shall so exercise at the direction of such Secured Parties) all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct at the Securities Intermediary to deliver, all Collateral consisting direction of shares of Common Stock (or security entitlements in respect thereof) (but not in excess of the number thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party on the date of the Acceleration Amount Notice relating to such Event of Default (the “Default Settlement Date”) in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase Agreement, whereupon Secured Party shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right of any kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderParties, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor the Company under the Stock Purchase Agreement Notes or hereunder, 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 satisfactorycommercially reasonable. Pledgor 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 sale, the Collateral Agent shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold acquire the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 613 of the UCC 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 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 buyer thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Collateral Agent or any other Secured Party or any of their respective affiliates may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the obligations secured hereunder owed to such Person as a credit on account of the purchase price of the Collateral or any part thereof payable by such Person at such sale. The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or other prohibitions contained in laws, rules and regulations of governmental authorities, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will certify, among other things, that they are acquiring the Collateral for their own account, for investment and not with a view to the distribution or resale thereof or that otherwise satisfy the requirements of such governmental authorities. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent that those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if the Pledgor or the issuer, as the case may be, would agree to do so. If the Collateral Agent determines to exercise its right to sell any or all of the Collateral, upon written request, Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number of securities included in the Collateral which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Class A Common Stock (or security entitlements in respect thereof) Marketable Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice relating to such Event of Default (in either case, the “Default Settlement "Delivery Date”) in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase Agreement"), whereupon Secured Party the Trust shall hold such shares of Class A Common Stock (or security entitlements in respect thereof) Marketable Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 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 may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Solely in the event an Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party may exercise on behalf of Secured Party all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, deliver or instruct cause to be delivered to itself from the Securities Intermediary to deliver, Collateral Account all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) (but not in excess of the number thereof deliverable under the Stock Note Purchase Agreement at such time) to Secured Party on the relevant acceleration date of the Acceleration Amount Notice relating to such Event of Default (the “Default Settlement Date”"DEFAULT SETTLEMENT DATE") in satisfaction of Pledgor’s 's obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Note Purchase Agreement, whereupon Secured Party shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Note Purchase Agreement or hereunder, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Note Purchase Agreement or hereunder, 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 Secured Party may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Collateral Agent Secured Party shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and PledgorXxxxxxx, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 611 of the UCC 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 '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 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 the Collateral Agent Secured Party may determine. The Collateral Agent Secured Party shall not be obligated to make any such sale pursuant to any such notice. The 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 the Collateral Agent Secured Party until the selling price is paid by the buyer thereof, but the Collateral Agent Secured Party shall not incur any liability in case of the failure of such buyer 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 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. Except as set forth in Section 8(b), unless an Event of Default shall have occurred and be continuing, Secured Party shall not be entitled to take any such actions as set forth in this Section 7(a) in respect of the Collateral.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) Marketable Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii) or (iv) of the definition thereof, on the Exchange Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Common Stock (or security entitlements in respect thereof) Marketable Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 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 may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) (but not in excess of the number thereof deliverable under the Master Stock Purchase Agreement at such time) to an affiliate of Secured Party designated by Secured Party on the date of the Acceleration Amount Notice relating to such Event of Default (the “Default Settlement Date”"DEFAULT SETTLEMENT DATE") in satisfaction of Pledgor’s 's obligations to deliver Common Stock (or security entitlements in respect thereof) under the Master Stock Purchase Agreement, whereupon Secured Party shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Master Stock Purchase Agreement or hereunder, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Master Stock Purchase Agreement or hereunder, 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. Pledgor 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 shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 of the UCC 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 '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 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 buyer thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.for

Remedies Upon Events of Default. (a) If any Event Upon the occurrence of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) (but not in excess of the number thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party on the date of the Acceleration Amount Notice relating to such an Event of Default (under any of the “Default Settlement Date”First Interim or Second Interim Orders or pursuant to the DIP Facilities), each of the DIP Agents and SCTSC may (subject to the Intercreditor Agreement) in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) declare all DIP Obligations owing under the Stock Purchase Agreement, whereupon Secured Party shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right applicable DIP Facilities to be immediately due and payable and may declare a termination of any kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, further commitment to extend credit to the Borrowers to the extent permitted by law, hereby specifically waives all rights any such commitment remains. Upon the declaration of redemption, stay or appraisal that it has or may have an Event of Default (under any law now existing of the First Interim or hereafter adopted; Second Interim Orders or pursuant to the DIP Facilities) or termination of commitment under the SCB DIP LC Agreement and (ii) if such delivery shall be insufficient to satisfy in full all acceleration of the DIP Obligations by any DIP Agent, the obligations of Pledgor the Debtors to SCTSC under the Stock Purchase Agreement or hereunderAgreements and the Adequate Protection Obligations described in paragraph 14 with respect to the Prepetition Lenders and SCTSC shall be immediately due and payable and the Debtors' right to use cash collateral shall cease. Similarly, sell all upon SCTSC's declaration of an event of default and acceleration of EOTT OLP's obligations under the remaining CollateralPurchase Agreements, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor the Debtors to the DIP Agents and the Lenders under the Stock Purchase Agreement or hereunderDIP Loan Documents and the Adequate Protection Obligations described in paragraph 13 with respect to SCTSC and the Prepetition Lenders shall be immediately due and payable and the Debtors' right to use cash collateral shall cease. Upon the occurrence of an Event of Default and following the giving of five business days' notice to the Debtors, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future deliverythe Committee, and at such price or prices the United States Trustee, and subject to the terms and provisions with respect to remedies contained in the Intercreditor Agreement as between the Collateral Agent may deem satisfactory. Pledgor covenants Lenders and agrees that it will execute and deliver such documents and take such other action as SCTSC, 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 DIP Agents shall have immediate relief from the right to deliver, assign automatic stay and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 of the UCC 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 foreclose 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 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 portion of the Collateral on credit or for future deliveryDIP Collateral, as permitted by applicable non-bankruptcy law (including exercise of rights of set-off and maintenance of cash collateral in an amount equal to a percentage of all undrawn Letters of Credit, which percentage shall be acceptable to the LC Agent). During such five-business-day notice period, the Collateral so sold may Debtors shall be retained by entitled to an emergency hearing with this Court for the Collateral Agent until the selling price is paid by the buyer thereofsole purposes of contesting whether an Event of Default has occurred, but the Collateral Agent Debtors shall not incur any liability in case have no right to seek to use cash collateral of the failure Lenders except for the payment of payroll and payroll-related expenses. Unless, during such period, this Court determines that an Event of Default has not occurred, the automatic stay, as to the Lenders and the DIP Agents, shall automatically terminate at the end of such buyer to take up notice period. In the event that during such notice period this Court finds that an Event of Default has not in fact occurred, the rights and pay for obligations of the Collateral so sold andDIP Agents, Lenders, SCTSC, the Prepetition Agent and Prepetition Lenders hereunder shall continue 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 full force and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictioneffect.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trustee, as agent of the Holders of the Securities, all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as provided in the Indenture or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) (but not in excess of the number thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party on the date of the Acceleration Amount Notice relating to such Event of Default (the “Default Settlement Date”) in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase Agreement, whereupon Secured Party shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right of any kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunder, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunder, Pledged 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 as the Collateral Agent may deem satisfactory, and/or may instruct the Cash Collateral Agent to deliver any or all of the funds in the Cash Collateral Account to it towards the satisfaction of Secured Obligations. The Pledgor covenants and agrees that it will agrees, at the request of the Collateral Agent, to 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Pledged Collateral so sold. Each buyer purchaser at any such sale shall hold the Pledged Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which the Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 Pledged 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 Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent 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 Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer purchaser 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 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 hereunder and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Purchaser all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of lawlaw (and subject in all cases to Section 8(d)), shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of cash, Common Stock (Stock, Marketable Equity Securities or security entitlements in respect thereof) Transferable Exchangeable Securities (but not not, in any event, in excess of the amount or number of the relevant type of Reference Property thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Purchaser on the date of the Acceleration Amount Notice notice delivered to the Collateral Agent pursuant to the last paragraph of Section 7.1 or Section 7.3 of the Purchase Agreement relating to such Event of Default (or, in the “case of an Event of Default Settlement Date”described in clause (iii) or (iv) of the definition thereof in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase this Agreement, on the Exchange Date) (in either case, the "Delivery Date"), whereupon Secured Party the Purchaser shall hold such shares of cash, Common Stock (Stock, Marketable Equity Securities or security entitlements in respect thereof) Transferable Exchangeable Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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. The Pledgor covenants and agrees that it will to execute and deliver such documents and take such other action as the Collateral Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) Reported Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice notice delivered to the Collateral Agent pursuant to Article VII(c) of the Purchase Agreement relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii), (iv) or (v) of the definition thereof, on the Exchange Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Common Stock (or security entitlements in respect thereof) Reported Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 Pledgor covenants and agrees that it will to 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) Reported Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice notice delivered to the Collateral Agent pursuant to the last paragraph of Article VII of the Purchase Agreement relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii), (iv) or (v) of the definition thereof, on the Exchange Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Common Stock (or security entitlements in respect thereof) Reported Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 Pledgor covenants and agrees that it will to 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) that are Free Stock (but not in excess of the number thereof deliverable with respect to all Tranches that have been accelerated under the Stock Purchase Agreement at such time) to an affiliate of Secured Party designated by Secured Party on the date of the each Acceleration Amount Notice for such Tranches relating to such Event of Default (the “Default Settlement Date”"DEFAULT SETTLEMENT DATE") in satisfaction of Pledgor’s 's obligations to deliver Common Free Stock (or security entitlements in respect thereof) for such Tranches under the Stock Purchase Agreement, whereupon Secured Party such affiliate shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor with respect to all Tranches that have been accelerated under the Stock Purchase Agreement or hereunder, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor with respect to all Tranches that have been accelerated under the Stock Purchase Agreement or hereunder, 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. Pledgor covenants and agrees that it Pledgor will execute and deliver such documents and take such other action as the Collateral Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 611 of the UCC 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 '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 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 buyer thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.be

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock, Nonvoting Common (which shall become Common Stock (upon such delivery) or security entitlements in respect thereof) Marketable Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii) or (iv) of the definition thereof, on the Exchange Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Common Stock (or security entitlements in respect thereof) Marketable Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 Pledgor 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) Reported Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice notice delivered to the Collateral Agent pursuant to the last paragraph of Article VII of the Purchase Agreement relating to such Event of Default (or, in the “case of an Event of Default Settlement Date”described in clause (iii), (iv) or (v) of the definition thereof in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase this Agreement, on the Exchange Date) (in either case, the "Delivery Date"), whereupon Secured Party the Trust shall hold such shares of ------------- Common Stock (or security entitlements in respect thereof) Reported Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 Pledgor covenants and agrees that it will to 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. Upon the occurrence and during the continuance of any Event of Default, then, and in any such event, the Agent with the concurrence of the Issuing Bank may, and upon the direction of the Majority Lenders the Agent shall (ai) If if the Letter of Credit shall not have been issued, instruct the Issuing Bank to (whereupon the Issuing Bank shall) by notice to the Account Party declare its commitment to issue the Letter of Credit to be terminated, whereupon the same shall forthwith terminate, (ii) if the Letter of Credit shall have been issued, instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to the Trustee and the Paying Agent written notice of such Event of Default in accordance with Section 6.01(a)(iv) of the Indenture and of the Issuing Bank's determination to terminate the Letter of Credit on the fifth business day (as defined in the Indenture) following the Trustee's and Paying Agent's receipt of such notice, (iii) if the Letter of Credit shall have been issued, instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to the Trustee and the Paying Agent written notice that the Interest Component will not be reinstated in the amount of one or more Interest Drawings, all as provided in the Letter of Credit; (iv) declare the Advances and all other principal amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be forthwith due and payable, whereupon the Advances and all other principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Account Party, and (v) instruct the Issuing Bank to (whereupon the Issuing Bank shall) exercise all the rights and remedies provided herein and under and in respect of the Security Documents; provided, however, that in the event of the occurrence of any Event of Default described in Section 8.01(f) with respect to the Account Party, (A) the commitment of the Issuing Bank to issue the Letter of Credit and the Commitments and the obligations of the Participating Banks to make Advances shall have occurred automatically be terminated, and be continuing(B) the Advances and all other principal amounts outstanding hereunder, the Collateral Agent may exercise on behalf of Secured Party all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in additioninterest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without being required to give presentment, demand, protest or any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) (but not in excess of the number thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party on the date of the Acceleration Amount Notice relating to such Event of Default (the “Default Settlement Date”) in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase Agreement, whereupon Secured Party shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right notice of any kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunder, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunder, 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. Pledgor 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 shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any kind, including any equity or right of redemption of Pledgor that may be which are hereby expressly waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 of the UCC 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 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 buyer thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdictionAccount Party.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) that are Free Stock (but not in excess of the number thereof deliverable with respect to all Tranches that have been accelerated under the Stock Purchase Agreement at such time) to an affiliate of Secured Party designated by Secured Party on the date of the each Acceleration Amount Notice for such Tranches relating to such Event of Default (the “"Default Settlement Date”") in satisfaction of Pledgor’s 's obligations to deliver Common Free Stock (or security entitlements in respect thereof) for such Tranches under the Stock Purchase Agreement, whereupon Secured Party such affiliate shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor with respect to all Tranches that have been accelerated under the Stock Purchase Agreement or hereunder, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor with respect to all Tranches that have been accelerated under the Stock Purchase Agreement or hereunder, 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. Pledgor covenants and agrees that it 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 shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 611 of the UCC 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 '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 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 buyer thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Purchase Contract Agent, as agent of and attorney-in-fact for the Holders of the Purchase Contracts, all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of HRH Common Stock (or security entitlements in respect thereof) Reported Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement Contracts at such time) to Secured Party the Purchase Contract Agent, for pro rata distribution to the Holders of the Purchase Contracts, on the date Acceleration Date of the Acceleration Amount Notice relating to such Event of Default Purchase Contracts (the “Default Settlement Delivery Date”) in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase Agreement), whereupon Secured Party the Holders of the Purchase Contracts shall hold such shares of HRH Common Stock (or security entitlements in respect thereof) Reported Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Contracts, under the Purchase Contract Agreement or hereunderand under this Collateral Agreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Contracts, under the Purchase Contract Agreement or hereunderand under this Collateral Agreement, 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. The Pledgor covenants and agrees that it will agrees, at the request of the Collateral Agent, to 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 hereunder and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Remedies Upon Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Class A Common Stock (or security entitlements in respect thereof) Marketable Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii) or (iv) of the definition thereof, on the Exchange Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Class A Common Stock (or security entitlements in respect thereof) Marketable Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 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 may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party may exercise on behalf of Secured Party all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, deliver or instruct cause to be delivered to itself or to an affiliate of Secured Party designated by Secured Party from the Securities Intermediary to deliver, Collateral Account all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) (but not in excess of the number thereof deliverable under the Master Stock Purchase Agreement at such time) to Secured Party on the date of the Acceleration Amount Notice relating to such Event of Default (the “Default Settlement Date”) in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Master Stock Purchase Agreement, whereupon Secured Party shall hold such shares of Common Stock (or security entitlements in respect thereof) absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and PledgorPxxxxxx, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Master Stock Purchase Agreement or hereunder, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Master Stock Purchase Agreement or hereunder, 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 Secured Party may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Collateral Agent Secured Party shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and PledgorPxxxxxx, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 611 of the UCC 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 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 the Collateral Agent Secured Party may determine. The Collateral Agent Secured Party shall not be obligated to make any such sale pursuant to any such notice. The 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 the Collateral Agent Secured Party until the selling price is paid by the buyer thereof, but the Collateral Agent Secured Party shall not incur any liability in case of the failure of such buyer 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 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) Reported Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Forward Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice notice delivered to the Collateral Agent pursuant to the last paragraph of Article VII of the Forward Purchase Agreement relating to such Event of Default (or, in the “case of an Event of Default Settlement Date”described in clause (iii), (iv) or (v) of the definition thereof in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under the Stock Purchase this Agreement, on the Exchange Date) (in either case, the "DELIVERY DATE"), whereupon Secured Party the Trust shall hold such shares of Common Stock (or security entitlements in respect thereof) Reported Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Forward Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Forward Purchase Agreement or hereunderAgreement, 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 Pledgor covenants and agrees that it will to 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Trust may exercise, through the Collateral Agent may exercise on behalf of Secured Party or otherwise, all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and all rights now or hereafter existing under all other applicable laws and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares of Common Stock (or security entitlements in respect thereof) Marketable Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii) or (iv) of the definition thereof, on the Exchange Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Common Stock (or security entitlements in respect thereof) Marketable Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Purchase Agreement or hereunderAgreement, 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 Trust acting through the Collateral Agent or otherwise may deem satisfactory. The Pledgor 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 Trust acting through the Collateral Agent or otherwise shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 Trust acting through the Collateral Agent or otherwise 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 Trust acting through the Collateral Agent or otherwise shall not be obligated to make any such sale pursuant to any such notice. The Trust acting through the Collateral Agent or otherwise 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. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least [10] days before such sale or other disposition. 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 Trust acting through the Collateral Agent or otherwise until the selling price is paid by the buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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 Trust acting through the Collateral AgentAgent or otherwise, 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 Events of Default. (a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of Secured Party the Trust all the rights of a secured party under the Uniform Commercial Code UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, shall: (i) deliver, or instruct the Securities Intermediary to deliver, deliver all Collateral consisting of shares Subordinate Voting Shares {(with all Collateral held in the form of Common Stock (Multiple Voting Shares being immediately converted into Subordinate Voting Shares before delivery to the Trust)} or security entitlements in respect thereof) Reported Securities (but not not, in either case, in excess of the number of shares thereof deliverable under the Stock Forward Purchase Agreement at such time) to Secured Party the Trust on the date of the Acceleration Amount Notice notice delivered to the Collateral Agent pursuant to Section 7(C) of the Forward Purchase Agreement relating to such Event of Default (or, in the “case of an Event of Default Settlement described in clause (iii), (iv) or (v) of the definition thereof, on the Sale Date”) (in satisfaction of Pledgor’s obligations to deliver Common Stock (or security entitlements in respect thereof) under either case, the Stock Purchase Agreement"Delivery Date"), whereupon Secured Party the Trust shall hold such shares of Common Stock (Subordinate Voting Shares or security entitlements in respect thereof) Reported Securities absolutely free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Stock Forward Purchase Agreement or hereunderAgreement, sell all of the remaining Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Stock Forward Purchase Agreement or hereunderAgreement, 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 Pledgor covenants and agrees that it will to 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 shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Collateral so sold. Each buyer purchaser at any such sale shall hold the Collateral so sold absolutely and free from any Lien, claim or right of any whatsoever kind, including any equity or right of redemption of the Pledgor that which may be waived or any other right or claim of Pledgorwaived, and the Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that it which Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-504 Article 9 of the UCC 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 '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 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 buyer purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such buyer 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.