Common use of Uniform Commercial Code Clause in Contracts

Uniform Commercial Code. The Administrative Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative Agent, the Borrowers shall assemble the Collateral and make it available to the Administrative Agent, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative Agent. The Administrative Agent or its agents may without notice from time to time enter upon any Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers which may from time to time be shown on the Administrative Agent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Administrative Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any the Borrower's ’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative Agent's Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the UCC Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's ’s premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the UCC Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative Agent's Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Administrative Agent Lender to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the UCC Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amendedamended (the “1933 Act”), and other applicable Federal federal and state Lawslaws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's ’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 9.1 8.1 (Notices), or such other address of the Borrowers which may from time to time be shown on the Administrative Agent's Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative Agent, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative Agent, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative Agent. The Administrative Agent or its agents may without notice from time to time enter upon any the Borrower's ’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent with respect to the Collateral which that is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers which Borrower that may from time to time be shown on the Administrative Agent's ’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities investment property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which that is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Debtor shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's Debtor’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Debtor at the address set forth in Section 9.1 7.1 (Notices), or such other address of the Borrowers Debtor which may from time to time be shown on the Administrative Agent's Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersDebtor. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Debtor agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Debtor recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Debtor covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 8.1 (Notices), or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 (Notices)8.1 of this Agreement, or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 (Notices)8.1 of this Agreement, or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Beneficiary shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the Administrative AgentBeneficiary, the Borrowers Trustor shall assemble the UCC Collateral and make it available to the Administrative AgentBeneficiary, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentBeneficiary. The Administrative Agent Beneficiary or its agents may without notice from time to time enter upon any BorrowerTrustor's premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Beneficiary with respect to the UCC Collateral which is sent by regular mail, postage prepaid, to the Borrowers Trustor at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers Trustor which may from time to time be shown on the Administrative AgentBeneficiary's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersTrustor. The Administrative Agent Beneficiary may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Administrative Agent Beneficiary to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrowers agree Trustor agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Trustor recognizes that the Administrative Agent Beneficiary may be unable to effect a public sale of all or a part of the UCC Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Lawslaws. The Administrative Agent Beneficiary may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Beneficiary that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Trustor covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Beneficiary may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Administrative Agent Beneficiary shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. At the Lender's direction, the Borrower shall cease to process, prepare for sale, sell or otherwise dispose of the Collateral. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address their respective addresses set forth in Section 9.1 (Notices)8.1 of this Agreement, or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, ,disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable LawsLaws or not required by the specific terms of this Agreement. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other 109 disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities Securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities Securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities Securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities Securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the UCC Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's ’s premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the UCC Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative Agent's Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Administrative Agent Lender to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize If and to the extent any UCC Collateral consists of securities, Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the UCC Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Lawslaws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative Agent, the Borrowers shall assemble the Collateral and make it available to the Administrative Agent, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative Agent. The Administrative Agent or its agents may without notice from time to time enter upon any Borrower's ’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers which may from time to time be shown on the Administrative Agent's ’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Administrative Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 9.1 8.1 (Notices), or such other address of the Borrowers which may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's the Borrowers' premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 9.1 (Notices)ARTICLE 8 of this Agreement, or such other address of the Borrowers which may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the UCC Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's ’s premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the UCC Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative Agent's Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Administrative Agent Lender to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize If and to the extent any UCC Collateral consists of securities, Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the UCC Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Lawslaws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.. Synovus/CHT Acworth GA Owner, LLC 22996-41

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which that is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 (Notices)8.1 of this Agreement, or such other address of the Borrowers which Borrower that may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which that is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's ’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 8.1 (Notices), or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative Agent's Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative Agent, the Borrowers shall assemble the Collateral and make it available to the Administrative Agent, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative Agent. The Administrative Agent or its agents may without notice from time to time enter upon any Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers which may from time to time be shown on the Administrative Agent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Administrative Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentAgent after acceleration of the Obligations under Section 7.2.1, the Borrowers shall assemble the Collateral and make it available to the Administrative Agent, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative Agent. The Administrative Agent or its agents may without notice after acceleration of the Obligations under Section 7.2.1, from time to time enter upon any Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 9.1 (Notices)of this Agreement, or such other address of the Borrowers which may from time to time be shown on the Administrative Agent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Administrative Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in 149 connection with securing any such consent, approval or authorization. The Borrowers recognize that the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon the occurrence and during the continuation of a Default, to the extent permitted under applicable law, upon demand by the Administrative AgentLender, the Borrowers Obligors shall assemble the Collateral and make it available to the Administrative Agent, Lender at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent or its agents Upon the occurrence and during the continuation of a Default, the Lender may without notice from time to time enter upon any BorrowerObligor's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Upon the occurrence and during the continuation of a Default, at the Lender's direction, the Obligors shall cease to process, prepare for sale, sell or otherwise dispose of the Collateral. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Obligors at the address set forth in Section 9.1 8.1 (Notices)) of this Agreement, or such other address of the Borrowers Obligors which may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersObligors. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers Obligors agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers Obligors recognize that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers Obligors covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in by Lender. Subject to the United States or reasonably designated elsewhere by the Administrative Agent. The Administrative Agent terms of any applicable leases, Lender or its agents may without notice from time to time enter upon any Borrower's or MXL's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower or MXL at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers Borrower or MXL which may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower of MXL, as applicable. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers Borrower and MXL agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower and MXL each recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's ’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 11.1 (Notices), or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative Agent's Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any each Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Company at the address set forth in Section 9.1 (Notices)ARTICLE 8 of this Agreement, or such other address of the Borrowers Company which may from time to time be shown on the Administrative AgentLender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative Agent, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative Agent, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative Agent. The Administrative Agent or its agents may without notice from time to time enter upon any the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. At the Agent's direction, the Borrower shall cease to process, prepare for sale, sell or otherwise dispose of the Collateral. Any written notice of the sale, disposition or other intended action by the Administrative Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the its respective address set forth in Section 9.1 (Notices)of this Agreement, or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative Agent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent to give any notice not required by applicable LawsLaws or not required by the specific terms of this Agreement. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Administrative Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities Securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent that they are purchasing such securities Securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably may request from time to time and as may be necessary to offer and/or sell the securities Securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities Securities so sold.

Uniform Commercial Code. The Administrative Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative Agent, the Borrowers Borrower shall assemble the Collateral and make it available to the Administrative Agent, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative Agent. The Administrative Agent or its agents may without notice from time to time enter upon any Borrower's ’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Borrower at the address set forth in Section 9.1 12.1 (Notices), or such other address of the Borrowers Borrower which may from time to time be shown on the Administrative Agent's ’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersBorrower. The Administrative Agent may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities Investment Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Beneficiary shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable LawsUCC. Upon demand by the Administrative AgentBeneficiary, the Borrowers Trustor shall assemble the UCC Collateral and make it available to the Administrative AgentBeneficiary, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentBeneficiary. The Administrative Agent Beneficiary or its agents may without notice from time to time enter upon any Borrower's Trustor’s premises to take possession of the UCC Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Beneficiary with respect to the UCC Collateral which is sent by regular mail, postage prepaid, to the Borrowers Trustor at the address set forth in Section 9.1 (Notices), or such other address of the Borrowers Trustor which may from time to time be shown on the Administrative Agent's Beneficiary’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersTrustor. The Administrative Agent Beneficiary may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement Security Instrument shall require the Administrative Agent Beneficiary to give any notice not required by applicable Lawslaws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the UCC Collateral, the Borrowers agree Trustor agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Trustor recognizes that the Administrative Agent Beneficiary may be unable to effect a public sale of all or a part of the UCC Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Lawslaws. The Administrative Agent Beneficiary may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws laws and may, for example, at any sale of the UCC Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Beneficiary that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Trustor covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Beneficiary may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Lawslaws. Upon any such sale or disposition, the Administrative Agent Beneficiary shall have the right to deliver, assign and transfer to the purchaser thereof the UCC Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon the occurrence and during the continuation of a Default, to the extent permitted under applicable law, upon demand by the Administrative AgentLender, the Borrowers Obligors shall assemble the Collateral and make it available to the Administrative Agent, Lender at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent or its agents Upon the occurrence and during the continuation of a Default, the Lender may without notice from time to time enter upon any Borrower's Obligor’s premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Upon the occurrence and during the continuation of a Default, at the Lender’s direction, the Obligors shall cease to process, prepare for sale, sell or otherwise dispose of the Collateral. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers Obligors at the address set forth in Section 9.1 8.1 (Notices)) of this Agreement, or such other address of the Borrowers Obligors which may from time to time be shown on the Administrative Agent's Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the BorrowersObligors. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority or of any other Person or of any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers Obligors agree to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers Obligors recognize that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers Obligors covenant and agree to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.

Uniform Commercial Code. The Administrative Agent Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable Laws. Upon demand by the Administrative AgentLender, the Borrowers shall assemble the Collateral and make it available to the Administrative AgentLender, at a place reasonably designated in the United States or reasonably designated elsewhere by the Administrative AgentLender. The Administrative Agent Lender or its agents may without notice from time to time enter upon any Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, to process it or otherwise prepare it for sale, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Administrative Agent Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrowers at the address set forth in Section 9.1 (Notices), or such other address 8.1 of the Borrowers which may from time to time be shown on the Administrative Agent's recordsthis Agreement, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Borrowers. The Administrative Agent Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Administrative Agent Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any state, municipal or other Governmental Authority governmental department, agency or authority or of any person, or any person, corporation, partnership or other Person or of any Person entity having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, the Borrowers agree Borrower agrees to execute all such applications and other instruments, and to take all other action, as reasonably may be required in connection with securing any such consent, approval or authorization. The Borrowers recognize Borrower recognizes that the Administrative Agent Lender may be unable to effect a public sale of all or a part of the Collateral consisting of Subsidiary Securities securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and other applicable Federal federal and state Laws. The Administrative Agent Lender may, therefore, in its discretion, take such steps as it may deem appropriate to comply with such Laws and may, for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Administrative Agent Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Borrowers covenant Borrower covenants and agree agrees to do or cause to be done promptly all such acts and things as the Administrative Agent reasonably Lender may request from time to time and as may be necessary to offer and/or sell the securities or any part thereof in a manner which is valid and binding and in conformance with all applicable Laws. Upon any such sale or disposition, the Administrative Agent Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral consisting of securities so sold.